-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, VDzBwKKfDugvMh136U8qCnUJn3Q8qPkwJ/f3EuqRmnl9V0D6wzdcZHZso4ts5SRM heT+hClFTdbyJcMEJe1qyg== 0000757440-94-000015.txt : 19940711 0000757440-94-000015.hdr.sgml : 19940711 ACCESSION NUMBER: 0000757440-94-000015 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19940708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION FUNDS/ CENTRAL INDEX KEY: 0000757440 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 046599663 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-94560 FILM NUMBER: 94538313 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04154 FILM NUMBER: 94538314 BUSINESS ADDRESS: STREET 1: 99 HIGH ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173383200 MAIL ADDRESS: STREET 1: FEDERATED INVESTORS TOWER CITY: PITTSBURGH STATE: PA ZIP: 15222-3779 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION HIGH GRADE TAX FREE PORT DATE OF NAME CHANGE: 19940519 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION FUNDS DATE OF NAME CHANGE: 19921230 FORMER COMPANY: FORMER CONFORMED NAME: SALEM FUNDS DATE OF NAME CHANGE: 19920703 485APOS 1 FORM DOCUMENT 1933 Act File No. 2-94560 1940 Act File No. 811-4154 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. 37 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X Amendment No. 37 X FIRST UNION FUNDS (Exact Name of Registrant as Specified in Charter) Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Address of Principal Executive Offices) (412) 288-1900 (Registrant's Telephone Number) John W. McGonigle, Esquire, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Name and Address of 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) on pursuant to paragraph (a) of Rule 485. Registrant has filed with the Securities and Exchange Commission a declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940, and: X filed the Notice required by that Rule on February 15, 1994; or intends to file the Notice required by that Rule on or about ____________; or during the most recent fiscal year did not sell any securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not file the Notice. Copies to: Thomas J. Donnelly, Esquire John A. Dudley, Esquire Houston, Houston & Donnelly Sullivan & Worcester 2510 Centre City Tower 1025 Connecticut Ave. 650 Smithfield Street Washington, D.C. 20036 Pittsburgh, Pennsylvania 15222 CROSS REFERENCE SHEET This Amendment to the Registration Statement of FIRST UNION FUNDS, which is comprised of seventeen portfolios: (1) First Union Value Portfolio, (2) First Union Fixed Income Portfolio, (3) First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio), (4) First Union Tax Free Money Market Portfolio, (5) First Union Money Market Portfolio, (6) First Union Treasury Money Market Portfolio, (7) First Union Balanced Portfolio, (8) First Union Managed Bond Portfolio, (9) First Union North Carolina Municipal Bond Portfolio, (10) First Union U.S. Government Portfolio, (11) First Union Florida Municipal Bond Portfolio, (12) First Union Georgia Municipal Bond Portfolio, (13) First Union Virginia Municipal Bond Portfolio, (14) First Union Utility Portfolio, (15) First Union South Carolina Municipal Bond Portfolio; (16) First Union Emerging Markets Growth Portfolio; and (17) First Union International Equity Portfolio. Each of the portfolios consist of four separate classes of shares: (a) Trust Shares, (b) Class B Investment Shares, (c) Class C Investment Shares, and (d) Class D Investment Shares, with the following exceptions: First Union Managed Bond Portfolio, which consists of: (a) Trust Shares; First Union High Grade Tax Free Portfolio, which consists of: (a) Trust Shares, (b) Class B Investment Shares, (c) Class C Investment Shares, (d) FFB Shares, and (e) Class D Investment Shares; First Union Tax Free Money Market Portfolio and First Union Treasury Money Market Portfolio, which consist of: (a) Trust Shares and (b) Class B Investment Shares. Although this Amendment to the Registration Statement of FIRST UNION FUNDS relates only to Trust Shares, Class B Investment Shares, Class C Investment Shares, and Class D Investment Shares of the following portfolios: First Union Value Portfolio; First Union Fixed Income Portfolio; First Union High Grade Tax Free Portfolio; First Union Balanced Portfolio; First Union North Carolina Municipal Bond Portfolio; First Union U.S. Government Portfolio; First Union Florida Municipal Bond Portfolio; First Union Georgia Municipal Bond Portfolio; First Union Virginia Municipal Bond Portfolio; First Union Utility Portfolio; First Union South Carolina Municipal Bond Portfolio; First Union Emerging Markets Growth Portfolio; and First Union International Equity Portfolio, the Cross-Reference Sheet contains information pertaining to all seventeen of the Trust's portfolios. This will facilitate the cross-reference process to the other portfolios. PART A. INFORMATION REQUIRED IN A PROSPECTUS. Prospectus Heading (Rule 404(c) Cross Reference) Item 1. Cover Page Cover Page. Item 2. Synopsis Summary of Fund Expenses. Item 3. Condensed Financial Information (1-13) (14, 15-Filed in Part A- Supplement to the Prospectus) Financial Highlights. Item 4. General Description of Registrant Investment Objective and Policies; Other Investment Policies; (16-17) Types of Investments. Item 5. Management of the Fund Management of First Union Funds; Management of the Trust (3d); Fees and Expenses. Item 6. Capital Stock and Other Securities Distributions and Taxes; Shareholder Rights and Privileges; Tax Information; Other Classes of Shares. Item 7. Purchase of Securities Being Offered Shareholder Guide; How to Buy Shares; Purchase of Shares (3d). Item 8. Redemption or Repurchase How to Redeem Shares; Redemption of Shares (3d); How to Convert Your Investment from One First Union Fund to Another First Union Fund; Additional Shareholder Services [(1,2,3,5,7,9-15) b-c; (4,6)b]. Item 9. Pending Legal Proceedings None. PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION. Item 10. Cover Page Cover Page. Item 11. Table of Contents Table of Contents. Item 12. General Information and History General Information about the Fund. Item 13. Investment Objectives and Policies Investment Objective and Policies; Investment Limitations. Item 14. Management of the Fund Trust Management. Item 15. Control Persons and Principal Holders of Securities Fund Ownership. Item 16. Investment Advisory and Other Services Investment Advisory Services; Administrative Services. Item 17. Brokerage Allocation Brokerage Transactions. Item 18. Capital Stock and Other Securities Not Applicable. Item 19. Purchase, Redemption and Pricing of Securities Being Offered Purchasing Shares; Determining Net Asset Value; Redeeming Shares. Item 20. Tax Status Tax Status. Item 21. Underwriters Not Applicable. Item 22. Calculation of Performance Data Yield; Effective Yield (4-6); Total Return (1-3, 7-17); Tax- Equivalent Yield (3, 9, 11, 12, 13, 15); Performance Comparisons. Item 23. Financial Statements. (1-13) Incorporated into the Statement of Additional Information by reference to the Trust's Annual Report; (14-15) Filed in Part A-Supplements to Prospectuses. FIRST UNION EQUITY AND INCOME FUNDS (Portfolios of First Union Funds) Trust Shares - -------------------------------------------------------------------------------- Supplement to Prospectus dated February 28, 1994 Effective September 1, 1994, First Union Equity and Income Funds (the "Funds"), with the exception of First Union Managed Bond Fund, will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. A. Please delete the "Summary of Fund Expenses" table on pages 4 and 5 and replace it with the following: - ------------------------- SUMMARY OF ------------------------- - ------------------------- FUND EXPENSES ------------------------- FIRST UNION EQUITY AND INCOME FUNDS TRUST SHARES
Fixed High Grade Managed U.S. Balanced Income Tax Free Bond Government Utility Value Fund Fund Fund Fund Fund Fund Fund -------- ------ ---------- ------- ---------- ------- ----- Trust Shares--Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)................................ None None None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................................ None None None None None None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable)..................................................... None None None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)..................................................... None None None None None None None Exchange Fee........................................................ None None None None None None None Annual Trust Shares Operating Expenses* (As a percentage of average net assets) Management Fee (after waiver) (1)................................... 0.50% 0.50% 0.49% 0.50% 0.49% 0.00% 0.50% 12b-1 Fees.......................................................... None None None None None None None Total Other Expenses (after waiver) (2)............................. 0.16% 0.16% 0.28% 0.20% 0.25% 0.92% 0.17% Total Trust Shares Operating Expenses (3)......................... 0.66% 0.66% 0.77% 0.70% 0.74% 0.92% 0.67%
(1) The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. - ------------------------- SUMMARY OF ------------------------- - ------------------------- FUND EXPENSES ------------------------- (continued) FIRST UNION EQUITY AND INCOME FUNDS TRUST SHARES (2) Total Other Expenses for Managed Bond Fund would have been 0.23%, absent the voluntary waiver by the administrator of certain of its fees. Total Other Expenses for Utility Fund are estimated to be 1.66%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate these voluntary waivers at any time at its sole discretion. (3) The total Trust Shares Operating Expenses for Managed Bond Fund would have been 0.73%, absent the voluntary waiver described above in note 2. Total Trust Shares Operating Expenses for High Grade Tax Free and Utility Funds are estimated to be 0.78% and 2.16%, respectively, absent the anticipated voluntary waivers described above in notes 1 and 2. Fixed Income, U.S. Government and Value Funds' Trust Shares Annual Operating Expenses were 0.66%, 0.48% and 0.65%, respectively, for the year ended December 31, 1993. Total Trust Shares Operating Expenses for U.S. Government Fund, absent the voluntary waiver of the management fee by the Adviser, were 0.79% for the year ended December 31, 1993. The Annual Trust Shares Operating Expenses, except for the Balanced, High Grade Tax Free, Managed Bond, and Utility Funds, in the table above, are based on expenses expected during the fiscal year ending December 31, 1994. Total Trust Shares expected operating expenses for U.S. Government Fund would be 0.75%, absent the voluntary waiver described above in note 1. Fixed Income and Value Funds are no longer allocating certain expenses as incurred by each class. * High Grade Tax Free, U.S. Government and Utility Funds' expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Trust Shares. Balanced Fund................................ $7 $21 $37 $82 Fixed Income Fund............................ $7 $21 $37 $82 High Grade Tax Free Fund..................... $8 $25 N/A N/A Managed Bond Fund............................ $7 $22 $39 $87 U.S. Government Fund......................... $8 $24 $41 $92 Utility Fund................................. $9 $29 N/A N/A Value Fund................................... $7 $21 $37 $83
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example for Trust Shares of High Grade Tax Free, U.S. Government and Utility Funds is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Trust Shares of the Funds. The Funds (other than Managed Bond Fund) also offer three additional classes of shares called Class B Shares, Class C Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Class B Shares are subject to a 12b-1 fee of 0.25 of 1%. Class C Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1%. Class D Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1%. In addition, Class B Shares bear a maximum front-end sales charge of 4.75%. Class C Shares bear a maximum contingent deferred sales charge of 5.00% and Class D Shares bear a maximum contingent deferred sales charge of 1.00%. See "Fees and Expenses" and "Other Classes of Shares." September 1, 1994 FEDERATED SECURITIES CORP. - -------------------------------------------------------------------------------- Distributor G00389-13-A (9/94) FIRST UNION - --------------------- EQUITY AND INCOME --------------------- - --------------------- FUNDS --------------------- Portfolios of First Union Funds TRUST SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S February 28, 1994 First Union Funds (the "Trust") is a mutual fund with 15 portfolios, offering a variety of investment opportunities. The Trust currently includes seven diversified Equity and Income Funds, three diversified Money Market Funds, and five non-diversified Single State Municipal Bond Funds. They are: Equity and Income Funds . First Union Balanced Portfolio; . First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio; . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and . First Union Value Portfolio. Money Market Funds . First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and . First Union Treasury Money Market Portfolio. Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. This prospectus provides you with information specific to the Trust Shares of First Union Equity and Income Funds. It concisely describes the information which you should know before investing in Trust Shares of any of the First Union Equity and Income Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union Equity and Income Fund in its Statement of Additional Information dated February 28, 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statements are available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-3779 or by calling 1-800-326-2584. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). The value of investment company shares offered by this prospectus fluctuates daily. THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF FIRST UNION, ARE NOT ENDORSED OR GUARANTEED BY FIRST UNION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. FOR A DESCRIPTION OF THE NATURE AND LIMITATIONS OF MUNICIPAL BOND INSURANCE, SEE "FIRST UNION HIGH GRADE TAX FREE PORTFOLIO--MUNICIPAL BOND INSURANCE," PAGE 19. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------- TABLE OF ------------------------- - ------------------------- CONTENTS ------------------------- SUMMARY 2 SHAREHOLDER GUIDE 31 - -------------------------------------- -------------------------------------- SUMMARY OF FUND EXPENSES 4 HOW TO BUY SHARES 33 - -------------------------------------- -------------------------------------- FINANCIAL HIGHLIGHTS 6 HOW TO CONVERT YOUR INVESTMENT FROM - -------------------------------------- ONE FIRST UNION FUND TO ANOTHER FIRST UNION FUND 34 -------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 16 HOW TO REDEEM SHARES 35 - -------------------------------------- -------------------------------------- FIRST UNION BALANCED PORTFOLIO 16 MANAGEMENT OF FIRST UNION FUNDS 35 - -------------------------------------- -------------------------------------- FIRST UNION FIXED INCOME PORTFOLIO 17 FEES AND EXPENSES 37 - -------------------------------------- -------------------------------------- FIRST UNION HIGH GRADE TAX FREE PORTFOLIO 19 SHAREHOLDER RIGHTS AND PRIVILEGES 38 - -------------------------------------- -------------------------------------- FIRST UNION MANAGED BOND PORTFOLIO 21 DISTRIBUTIONS AND TAXES 39 - -------------------------------------- -------------------------------------- FIRST UNION U.S. GOVERNMENT PORTFOLIO 22 TAX INFORMATION 40 - -------------------------------------- -------------------------------------- FIRST UNION UTILITY PORTFOLIO 24 OTHER CLASSES OF SHARES 41 - -------------------------------------- -------------------------------------- FIRST UNION VALUE PORTFOLIO 26 ADDRESSES Inside Back Cover - -------------------------------------- -------------------------------------- OTHER INVESTMENT POLICIES 27 - ------------------------- SUMMARY ------------------------- - ------------------------- ------------------------- DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 15 portfolios, each representing a different First Union Fund. Each Equity and Income Fund, except First Union Managed Bond Portfolio, is divided into three classes of shares: Class B Investment Shares ("Class B Shares"), Class C Investment Shares ("Class C Shares"), and Trust Shares. Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). Class B and Class C Shares are sold to individuals and other customers of First Union (the "Adviser"). First Union Managed Bond Portfolio presently offers only Trust Shares. This prospectus relates only to Trust Shares ("Shares") of First Union Equity and Income Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Shares are offered in the following seven Funds: . FIRST UNION BALANCED PORTFOLIO ("BALANCED FUND")--seeks to produce long-term total return through capital appreciation, dividends, and interest income; . FIRST UNION FIXED INCOME PORTFOLIO ("FIXED INCOME FUND")--seeks to provide a high level of current income by investing in a broad range of investment grade debt securities, with capital growth as a secondary objective; . FIRST UNION HIGH GRADE TAX FREE PORTFOLIO ("HIGH GRADE TAX FREE FUND")-- seeks to provide a high level of federally tax-free income that is consistent with preservation of capital; . FIRST UNION MANAGED BOND PORTFOLIO ("MANAGED BOND FUND")--seeks to achieve total return; . FIRST UNION U.S. GOVERNMENT PORTFOLIO ("U.S. GOVERNMENT FUND")--seeks a high level of current income consistent with stability of principal; . FIRST UNION UTILITY PORTFOLIO ("UTILITY FUND")--seeks high current income and moderate capital appreciation; and . FIRST UNION VALUE PORTFOLIO ("VALUE FUND")--seeks long-term capital growth, with current income as a secondary objective. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. PURCHASING AND REDEEMING SHARES For information on purchasing Trust Shares of any of the Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." RISK FACTORS Investors should be aware of the following general observations: The market value of fixed-income securities, which constitute a major part of the investments of several of the Funds described in this prospectus, may vary inversely in response to changes in prevailing interest rates. The foreign securities in which several Funds may invest may be subject to certain risks in addition to those inherent in U.S. investments. One or more Funds may make certain investments and employ certain investment techniques that involve other risks, including entering into repurchase agreements, lending portfolio securities and entering into futures contracts and related options as hedges. These risks and those associated with investing in mortgage-backed securities, when-issued securities, options and variable rate securities are described under "Investment Objectives and Policies" for each Fund and "Other Investment Policies." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION EQUITY AND INCOME FUNDS TRUST SHARES
Fixed High Grade Managed U.S. Balanced Income Tax Free Bond Government Utility Value Fund Fund Fund Fund Fund Fund Fund -------- ------ ---------- ------- ---------- ------- ----- TRUST SHARES-- SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......... None None None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price). None None None None None None None Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable).... None None None None None None None Redemption Fee (as a per- centagE of amount redeemed, if applicable). None None None None None None None Exchange Fee.... None None None None None None None ANNUAL TRUST SHARES OPERATING EXPENSES* (As a percentage of average net assets) Management Fee (after waiver) (1).... 0.50% 0.50% 0.49% 0.50% 0.49% 0.00% 0.50% 12b-1 Fees..... None None None None None None None Total Other Expenses (after waiver) (2)... 0.16% 0.16% 0.28% 0.20% 0.25% 0.92% 0.17% Total Trust Shares Operating Expenses (3). 0.66% 0.66% 0.77% 0.70% 0.74% 0.92% 0.67%
(1) The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (2) Total Other Expenses for Managed Bond Fund would have been 0.23%, absent the voluntary waiver by the administrator of certain of its fees. Total other expenses for Utility Fund are estimated to be 1.66% absent the anticipated voluntary waiver by the administrator. The administrator may terminate these voluntary waivers at any time at its sole discretion. (3) The total Trust Shares Operating Expenses for Managed Bond Fund would have been 0.73%, absent the voluntary waiver described above in note 2. Total Trust Shares Operating Expenses for High Grade Tax Free and Utility Funds are estimated to be 0.78% and 2.16%, respectively absent the anticipated voluntary waivers described in notes 1 and 2. Fixed Income, U.S. Government and Value Funds' Trust Shares Annual Operating Expenses were 0.66%, 0.48% and 0.65%, respectively, for the year ended December 31, 1993. Total Trust Shares Operating Expenses for U.S. Government Fund, absent the voluntary waiver of the management fee by the Adviser, were 0.79% for the year ended December 31, 1993. The Annual Trust Shares Operating Expenses, except for the Balanced, High Grade Tax Free, Managed Bond, and Utility Funds, in the table above, are based on expenses expected during the fiscal year ending December 31, 1994. Total Trust Shares expected operating expenses for U.S. Government Fund would be 0.75%, absent the voluntary waiver described above in note 1. Fixed Income and Value Funds are no longer allocating certain expenses as incurred by each class. * High Grade Tax Free, U.S. Government and Utility Funds' expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES. - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ (CONTINUED) FIRST UNION EQUITY AND INCOME FUNDS TRUST SHARES
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Trust Shares. Balanced Fund................................ $7 $21 $37 $82 Fixed Income Fund............................ $7 $21 $37 $82 High Grade Tax Free Fund..................... $8 $25 NA NA Managed Bond Fund............................ $7 $22 $39 $87 U.S. Government Fund......................... $8 $24 NA NA Utility Fund................................. $9 $29 NA NA Value Fund................................... $7 $21 $37 $83
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE FOR TRUST SHARES OF HIGH GRADE TAX FREE, U.S. GOVERNMENT, AND UTILITY FUNDS IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. The information set forth in the foregoing table and example relates only to Trust Shares of the Funds. The Funds (other than Managed Bond Fund) also offer two additional classes of shares called Class B Shares and Class C Shares. In general, all expenses are allocated based upon daily net assets of each class. Class B Shares are subject to a 12b-1 fee of .25 of 1% and Class C Shares are subject to a 12b-1 fee of .75 of 1%. In addition, Class B Shares bear a maximum front-end sales load of 4.00% while Class C Shares bear a maximum contingent deferred sales load of 4.00%. See "Fees and Expenses" and "Other Classes of Shares." - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION BALANCED PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES CLASS B INVESTMENT SHARES ---------------------------- ------------------------------- YEAR ENDED YEAR ENDED ---------------------------- ------------------------------- 12/31/93 12/31/92 12/31/91** 12/31/93 12/31/92 12/31/91*** - ------------------ -------- -------- ---------- -------- -------- ----------- NET ASSET VALUE, BEGINNING OF PERIOD $11.41 $11.02 $10.00 $11.41 $11.02 $10.00 - ------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------ Net investment income 0.45 0.46 0.36 0.419 0.42 0.30 - ------------------ Net realized and unrealized gain (loss) on investments 0.75 0.42 1.03 0.755 0.43 1.08 - ------------------ ------ ------ ------ ------- ------ ------ Total from investment operations 1.20 0.88 1.39 1.174 0.85 1.38 - ------------------ ------ ------ ------ ------- ------ ------ LESS DISTRIBUTIONS - ------------------ Dividends to shareholders from net investment income (0.45) (0.45) (0.36) (0.419) (0.42) (0.35) - ------------------ Distributions to shareholders from net realized gain on investment transactions (0.09) (0.04) (0.01) (0.091) (0.04) (0.01) - ------------------ Distributions in excess of net investment income -- -- -- (0.004)(b) -- -- - ------------------ ------ ------ ------ ------- ------ ------ Total distributions (0.54) (0.49) (0.37) (0.514) (0.46) (0.36) - ------------------ ------ ------ ------ ------- ------ ------ NET ASSET VALUE, END OF PERIOD $12.07 $11.41 $11.02 $12.07 $11.41 $11.02 - ------------------ ------ ------ ------ ------- ------ ------ TOTAL RETURN* 10.68% 8.21% 15.02% 10.41% 7.94% 11.75% - ------------------ RATIOS TO AVERAGE NET ASSETS - ------------------ Expenses 0.66% 0.66% 0.68%(a) 0.91% 0.91% 0.92%(a) - ------------------ Net investment income 3.86% 4.20% 4.86%(a) 3.61% 3.93% 4.38%(a) - ------------------ SUPPLEMENTAL DATA - ------------------ Net assets, end of period (000 omitted) $760,147 $520,232 $247,472 $35,032 $17,408 $334 - ------------------ Portfolio turnover rate 19% 12% 19% 19% 12% 19% - ------------------
(See notes on page 7.) (CONTINUED) - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- (CONTINUED) FIRST UNION BALANCED PORTFOLIO
CLASS C INVESTMENT SHARES ---------- YEAR ENDED ---------- 12/31/93+ - ---------------------------------------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $11.54 - ---------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------------------------- Net investment income 0.34 - ---------------------------------------- Net realized and unrealized gain (loss) 0.65 on investments ------ - ---------------------------------------- Total from investment operations 0.99 - ---------------------------------------- ------ LESS DISTRIBUTIONS - ---------------------------------------- Dividends to shareholders from net investment income (0.34) - ---------------------------------------- Distributions to shareholders from net realized gain on investment transac- tions (0.09) - ---------------------------------------- Distributions in excess of net investment income (0.02)(b) - ---------------------------------------- ------ Total distributions (0.45) - ---------------------------------------- ------ NET ASSET VALUE, END OF PERIOD $12.08 - ---------------------------------------- ------ TOTAL RETURN* 8.72% - ---------------------------------------- RATIOS TO AVERAGE NET ASSETS - ---------------------------------------- Expenses 1.41%(a) - ---------------------------------------- Net investment income 3.09%(a) - ---------------------------------------- SUPPLEMENTAL DATA - ---------------------------------------- Net assets, end of period (000 omitted) $65,475 - ---------------------------------------- Portfolio turnover rate 19% - ----------------------------------------
* Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. ** Reflects operations for the period from April 1, 1991 (commencement of op- erations) to December 31, 1991. *** Reflects operations for the period from June 10, 1991 (commencement of op- erations) to December 31, 1991. + Reflects operations for the period from January 26, 1993 (commencement of operations) to December 31, 1993. (a) Computed on an annualized basis. (b) Distributions in excess of net investment income for the year ended Decem- ber 31, 1993 were the result of certain book and tax timing differences. These distributions do not represent a return of capital for federal in- come tax purposes. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION FIXED INCOME PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES --------------------------- PERIOD ENDED --------------------------- 12/31/93 12/31/92 12/31/91* - ------------------------ -------- -------- --------- NET ASSET VALUE, BEGINNING OF PERIOD $10.41 $10.54 $10.06 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.69 0.70 0.71 - ------------------------ Net realized and unrealized gain (loss) on investments 0.19 (0.02) 0.56 - ------------------------ ------ ------ ------ Total from investment operations 0.88 0.68 1.27 - ------------------------ ------ ------ ------ LESS DISTRIBUTIONS - ------------------------ Dividends to shareholders from net investment income (0.68) (0.70) (0.71) - ------------------------ Distributions to share- holders from net real- ized gain on investment transactions (0.18) (0.11) (0.07) - ------------------------ Distributions in excess of net investment in- come -- -- (0.01)(a) - ------------------------ ------ ------ ------ Total distributions (0.86) (0.81) (0.79) - ------------------------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $10.43 $10.41 $10.54 - ------------------------ ------ ------ ------ TOTAL RETURN** 8.67% 6.64% 13.80% - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.66% 0.69% 0.69%(c) - ------------------------ Net investment income 6.41% 6.67% 7.12%(c) - ------------------------ Expense waiver/ reimbursement (b) -- -- 0.07%(c) - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of period (000 omitted) $376,445 $324,068 $256,254 - ------------------------ Portfolio turnover rate 73% 66% 55% - ------------------------
CLASS B INVESTMENT SHARES ------------------------------------------------------- PERIOD ENDED ------------------------------------------------------- 12/31/93 12/31/92 12/31/91 12/31/90+ /31/90 3/31/89++ - ------------------------ -------- -------- -------- --------- ------ --------- C> NET ASSET VALUE, BEGINNING OF PERIOD $10.41 $10.54 $ 9.99 $9.72 $9.50 $9.70 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.65 0.71 0.73 0.55 0.79 0.10 - ------------------------ Net realized and unrealized gain (loss) on investments 0.19 (0.06) 0.60 0.24 0.20 (0.14) - ------------------------ ------ ------ ------ ----- ----- ----- Total from investment operations 0.84 0.65 1.33 0.79 0.99 (0.04) - ------------------------ ------ ------ ------ ----- ----- ----- LESS DISTRIBUTIONS - ------------------------ Dividends to shareholders from net investment income (0.65) (0.67) (0.70) (0.52) (0.77) (0.16) - ------------------------ Distributions to share- holders from net real- ized gain on investment transactions (0.18) (0.11) (0.07) -- -- -- - ------------------------ Distributions in excess of net investment in- come -- -- (0.01)(a) -- -- -- - ------------------------ ------ ------ ------ ----- ----- ----- Total distributions (0.83) (0.78) (0.78) (0.52) (0.77) (0.16) - ------------------------ ------ ------ ------ ----- ----- ----- NET ASSET VALUE, END OF PERIOD $10.42 $10.41 $10.54 $9.99 $9.72 $9.50 - ------------------------ ------ ------ ------ ----- ----- ----- TOTAL RETURN** 8.29% 6.39% 13.74% 8.31% 10.51% (0.31%) - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.93% 0.90% 0.80% 1.01%(c) 1.00% 1.78%(c) - ------------------------ Net investment income 6.15% 6.79% 7.30% 7.53%(c) 7.57% 6.10%(c) - ------------------------ Expense waiver/ reimbursement (b) -- -- 0.09% 0.81%(c) 0.50% -- - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of period (000 omitted) $22,865 $21,488 $17,680 $11,765 $6,496 $11,580 - ------------------------ Portfolio turnover rate 73% 66% 55% 27% 32% 18% - ------------------------
(See notes on page 9.) (CONTINUED) - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- (CONTINUED) FIRST UNION FIXED INCOME PORTFOLIO
CLASS C INVESTMENT SHARES ----------- PERIOD ENDED ----------- 12/31/93+++ - ------------------------------- ----------- NET ASSET VALUE, BEGINNING OF PERIOD $10.57 - ------------------------------- INCOME FROM INVESTMENT OPERA- TIONS - ------------------------------- Net investment income 0.58 - ------------------------------- Net realized and unrealized gain (loss) on investments 0.05 - ------------------------------- ------ Total from investment operations 0.63 - ------------------------------- ------ LESS DISTRIBUTIONS - ------------------------------- Dividends to shareholders from net investment income (0.58) - ------------------------------- Distributions to shareholders from net realized gain on in- vestments (0.18) - ------------------------------- Distributions in excess of net investment income -- - ------------------------------- ------ Total distributions (0.76) - ------------------------------- ------ NET ASSET VALUE, END OF PERIOD $10.44 - ------------------------------- ------ TOTAL RETURN** 6.08% - ------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------- Expenses 1.57%(c) - ------------------------------- Net investment income 5.42%(c) - ------------------------------- Expense waiver/reimbursement (b) -- - ------------------------------- SUPPLEMENTAL DATA - ------------------------------- Net assets, end of period (000 omitted) $8,876 - ------------------------------- Portfolio turnover rate 73% - -------------------------------
* Reflects operations for the period from January 4, 1991 (commencement of operations) to December 31, 1991. ** Based on net asset value, which does not reflect sales load or contingent deferred sales charge, if applicable. + Nine months ended December 31, 1990. ++ Reflects operations for the period from January 28, 1989 (commencement of operations) to March 31, 1989. +++ Reflects operations for the period from January 26, 1993 (commencement of operations) to December 31, 1993. (a) Distributions in excess of net investment income for the year ended December 31, 1991, were a result of certain book and tax timing differences. These differences did not represent a return of capital for federal income tax purposes for the year ended December 31, 1991. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ FIRST UNION HIGH GRADE TAX FREE PORTFOLIO (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS C INVESTMENT CLASS B INVESTMENT SHARES (C) SHARES (C) ------------------------------------ ------------------- YEAR ENDED PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993 DECEMBER 31, 1992* DECEMBER 31, 1993** - ---------------------- ----------------- ------------------ ------------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.42 $10.00 $10.42 - ---------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------- Net investment income 0.54 0.51 0.47 - ---------------------- Net realized and unrealized gain on investments 0.81 0.42 0.81 - ---------------------- ------ ------ ------ Total from investment operations 1.35 0.93 1.28 - ---------------------- LESS DISTRIBUTIONS - ---------------------- Dividends to share- holders from net investment income (0.54) (0.51) (0.47) - --------------------- Distributions to shareHolders from net realized gain on investment transactions (0.07) -- (0.07) - --------------------- ------ ------ ------ Total distributions (0.61) (0.51) (0.54) - --------------------- ------ ------ ------ NET ASSET VALUE, END OF PERIOD $11.16 $10.42 $11.16 - --------------------- ------ ------ ------ TOTAL RETURN*** 13.25% 9.37% 12.41% - --------------------- RATIOS TO AVERAGE NET ASSETS - --------------------- Expenses 0.85% 0.49%(a) 1.35%(a) - --------------------- Net investment income 4.99% 5.79%(a) 4.44%(a) - --------------------- Expense waiver/reimbursement (b) 0.22% 0.62%(a) 0.22%(a) - --------------------- SUPPLEMENTAL DATA - --------------------- Net assets, end of period (000 omitted) $101,352 $90,738 $41,030 - --------------------- Portfolio turnover rate 14% 7% 14% - ---------------------
* Reflects operations for the period from February 21, 1992 (commencement of operations) to December 31, 1992. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) Computed on an annualized basis. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such shares. The Financial High- lights presented above are historical information for Class B and Class C Investment Shares of the Fund. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ---------------------- FIRST UNION MANAGED BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES(C) -------------------------------- YEAR ENDED DECEMBER 31 PERIOD ENDED ------------------ ------------ 1993 1992 12/31/91* - --------------------------------------------- -------- -------- ------------ NET ASSET VALUE, BEGINNING OF PERIOD $10.34 $10.60 $10.00 - --------------------------------------------- INCOME FROM INVESTMENT OPERATIONS - --------------------------------------------- Net investment income 0.65 0.66 0.49 - --------------------------------------------- Net realized and unrealized gain (loss) on investments 0.43 (0.08) 0.63 - --------------------------------------------- ------ ------- ------ Total from investment operations 1.08 0.58 1.12 - --------------------------------------------- ------ ------ ------ LESS DISTRIBUTIONS - --------------------------------------------- Dividends to shareholders from net invest- ment income (0.65) (0.66) (0.49) - --------------------------------------------- Distributions to shareholders from net real- ized gains on investment transactions (0.31) (0.18) (0.03) - --------------------------------------------- ------- ------- ------- Total distributions (0.96) (0.84) (0.52) - --------------------------------------------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $10.46 $10.34 $10.60 - --------------------------------------------- ------ ------ ------ TOTAL RETURN** 10.59% 5.65% 11.63% - --------------------------------------------- RATIOS TO AVERAGE NET ASSETS - --------------------------------------------- Expenses 0.70% 0.70% 0.70%(a) - --------------------------------------------- Net investment income 6.02% 6.30% 6.57%(a) - --------------------------------------------- Expenses waiver/reimbursement (b) 0.03% 0.05% -- - --------------------------------------------- SUPPLEMENTAL DATA - --------------------------------------------- Net assets, end of period (000 omitted) $109,067 $121,655 $65,638 - --------------------------------------------- Portfolio turnover rate 53% 56% 17% - ---------------------------------------------
* Reflects operations for the period from April 1, 1991 (commencement of oper- ations) to December 31, 1991. ** Based on net asset value, which does not reflect sales load or contingent deferred sales charge, if applicable. (a) Computed on an annualized basis. (b) This expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Class B and Class C Investment Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such shares. The Financial Highlights presented above are historical information for Trust Shares of the Fund. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION U.S. GOVERNMENT PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C TRUST INVESTMENT INVESTMENT SHARES SHARES SHARES ------------ ------------ ------------ PERIOD ENDED PERIOD ENDED PERIOD ENDED 12/31/93* 12/31/93** 12/31/93** - --------------------------------- ------------ ------------ ------------ NET ASSET VALUE, BEGINNING OF PE- RIOD $10.25 $10.00 $10.00 - --------------------------------- INCOME FROM INVESTMENT OPERATIONS - --------------------------------- Net investment income .25 .68 .63 - --------------------------------- Net realized and unrealized gain (loss) on investments (.20) .05 .05 - --------------------------------- ------- ------ ------ Total from investment operations .05 .73 .68 - --------------------------------- LESS DISTRIBUTIONS - --------------------------------- Dividends to shareholders from net investment income (.25) (.68) (.63) - --------------------------------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $10.05 $10.05 $10.05 - --------------------------------- ------ ------ ------ TOTAL RETURN*** 0.49% 7.43% 6.91% - --------------------------------- RATIOS TO AVERAGE NET ASSETS - --------------------------------- Expenses .48%(a) .69%(a) 1.19%(a) - --------------------------------- Net investment income 7.20%(a) 6.93%(a) 6.44%(a) - --------------------------------- Expense adjustment (b) .31%(a) .31%(a) .31%(a) - --------------------------------- SUPPLEMENTAL DATA - --------------------------------- Net assets, end of period (000 omitted) $14,486 $38,851 236,696 - --------------------------------- Portfolio turnover rate 39% 39% 39% - ---------------------------------
* Reflects operations for the period from September 2, 1993 (commencement of operations) to December 31, 1993. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) Computed on an annualized basis. (b) The voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ FIRST UNION VALUE PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES ---------------------------------- PERIOD ENDED ---------------------------------- 12/31/93 12/31/92 12/31/91* - ------------------------------------------- -------- -------- ----------- NET ASSET VALUE, BEGINNING OF PERIOD $17.11 $17.08 $14.28 - ------------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ------------------------------------------- Net investment income 0.52 0.49 0.47 - ------------------------------------------- Net realized and unrealized gain (loss) on investments 1.12 0.90 3.53 - ------------------------------------------- ------ ------ ------ Total from investment operations 1.64 1.39 4.00 - ------------------------------------------- ------ ------ ------ LESS DISTRIBUTIONS - ------------------------------------------- Dividends to shareholders from net invest- ment income (0.52) (0.49) (0.47) - ------------------------------------------- Distributions to shareholders form net re- alized gain on investment transactions (0.58) (0.87) (0.73) - ------------------------------------------- Distributions in excess of net investment income (0.02)(c) -- -- - ------------------------------------------- ------- ------ ------ Total distributions (1.12) (1.36) (1.20) - ------------------------------------------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $17.63 $17.11 $17.08 - ------------------------------------------- ------ ------ ------ TOTAL RETURN** 9.71% 8.31% 25.41% - ------------------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------------------- Expenses 0.65% 0.68% 0.69%(b) - ------------------------------------------- Net investment income 2.98% 2.90% 3.04%(b) - ------------------------------------------- Expense waiver/reimbursement (a) -- 0.01% 0.08%(b) - ------------------------------------------- SUPPLEMENTAL DATA - ------------------------------------------- Net assets, end of period (000 omitted) $463,087 $326,154 271,391 - ------------------------------------------- Portfolio turnover rate 46% 56% 69% - -------------------------------------------
* For the period from January 3, 1991 (commencement of operations) to Decem- ber 31, 1991. ** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (b) Computed on an annualized basis. (c) Distributions in excess of net investment income for the period ended De- cember 31, 1993, were the result of certain book and tax timing differ- ences. These distributions do not represent a return of capital for fed- eral income tax purposes. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION VALUE PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B INVESTMENT SHARES ----------------------------------------------------------------------------------------------- PERIOD ENDED ----------------------------------------------------------------------------------------------- 12/31/93 12/31/92 12/31/91 12/31/90** 3/31/90 3/31/89 3/31/88 3/31/87 3/31/86 3/31/85*** - ------------------------ -------- -------- -------- ---------- ------- ------- ------- ------- ------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04 $10.00 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.47 0.44 0.46 0.36 0.54 0.36 0.26 0.15 0.19 0.04 - ------------------------ Net realized and unrealized gain/(loss) on invest- ments 1.10 0.89 3.17 (0.44) 1.70 2.11 (1.30) 2.38 2.32 0.00 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ Total from investment operations 1.57 1.33 3.63 (0.08) 2.24 2.47 (1.04) 2.53 2.51 0.04 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ LESS DISTRIBUTIONS - ------------------------ Dividends to sharehold- ers from net investment income (0.47) (0.43) (0.43) (0.36) (0.57) (0.38) (0.26) (0.13) (0.20) (0.00) - ------------------------ Distribution to share- holders from net real- ized gain on investments (0.58) (0.87) (0.73) (0.02) (1.00) (0.47) (0.53) (0.09) (0.00) (0.00) - ------------------------ Distributions in excess of net investment income -- -- -- (0.05)(a) -- -- -- -- -- -- - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ Total distributions (1.05) (1.30) (1.16) (0.43) (1.57) (0.85) (0.79) (0.22) (0.20) (0.00) - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ NET ASSET VALUE, END OF PERIOD $17.63 $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------ TOTAL RETURN* 9.31% 7.96% 25.11% (0.51%) 15.54% 19.73% (7.14) 20.81% 25.29% (0.40%) - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.99% 1.01% 0.96% 1.39%(b) 1.55% 1.71% 1.74% 1.97% 2.00% 2.00%(b) - ------------------------ Net investment income 2.63% 2.57% 2.78% 3.28%(b) 3.42% 2.72% 1.92% 1.41% 2.34% 6.47%(b) - ------------------------ Expense waiver/reimbursement (d) -- 0.01% 0.09% -- -- -- -- -- -- -- - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of pe- riod (000 omitted) $189,983 $169,310 $135,565 $104,637 $95,995 $83,121 $21,914 $23,221 $5,595 $100 - ------------------------ Portfolio turnover rate**** 46% 56% 69% 13% 11% 24% 16% 20% 20% 0% - ------------------------
(See notes on page 15.) (CONTINUED) - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ (CONTINUED) FIRST UNION VALUE PORTFOLIO
CLASS C INVESTMENT SHARES ---------- PERIOD ENDED ---------- 12/31/93+ - ------------------------------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $17.24 - ------------------------------- INCOME FROM INVESTMENT OPERA- TIONS - ------------------------------- Net investment income 0.35 - ------------------------------- Net realized and unrealized gain/(loss) on investments 1.01 - ------------------------------- ------- Total from investment operations 1.36 - ------------------------------- ------- LESS DISTRIBUTIONS - ------------------------------- Dividends to shareholders from net investment income (0.35) - ------------------------------- Distribution to shareholders from net realized gain on in- vestments (0.58) - ------------------------------- Distributions in excess of net investment income (0.04)(c) - ------------------------------- ------- Total distributions (0.97) - ------------------------------- ------- NET ASSET VALUE, END OF PERIOD $17.63 - ------------------------------- ------- TOTAL RETURN* 7.98% - ------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------- Expenses 1.48%(b) - ------------------------------- Net investment income 2.09%(b) - ------------------------------- Expense waiver/reimbursement (d) -- - ------------------------------- SUPPLEMENTAL DATA - ------------------------------- Net assets, end of period (000 omitted) $59,953 - ------------------------------- Portfolio turnover rate**** 46% - -------------------------------
* Based on net asset value, which does not reflect the sales load or con- tingent deferred sales charge, if applicable. ** For the nine months ended December 31, 1990. ***Reflects operations for the period from August 30, 1984 (commencement of operations) to March 31, 1985. ****Portfolio turnover rate for periods ending on or after March 31, 1986 include certain U.S. government obligations. + Reflects operations for the period from February 2, 1993 (commencement of operations) to December 31, 1993. (a) Distributions in excess of net investment income for the period ended December 31, 1990, were a result of certain book and tax timing differ- ences. These distributions did not represent a return of capital for federal income tax purposes for the year ended December 31, 1990. (b) Computed on an annualized basis. (c) Distributions in excess of net investment income for the period ended December 31, 1993, were the result of certain book and tax timing dif- ferences. These distributions do not represent a return of capital for federal income tax purposes. (d) This voluntary expense decrease is reflected in both the expense and net investment income ratios shown above. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- INVESTMENT ------------------------- OBJECTIVES - ------------------------- AND POLICIES ------------------------- First Union Equity and Income Funds provide a broad range of objectives and policies, intended to offer investment alternatives to a large group of investors with a wide range of investment objectives. The investment objectives and policies of each Fund are stated below. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. - ------------------------- FIRST UNION ------------------------- BALANCED - ------------------------- PORTFOLIO ------------------------- Objective: Long-term total return through capital appreciation, dividends, and interest income. Invests in: Common and preferred stocks for growth, bonds for stable income flows. Suitable for: Investors looking for long-term growth of income and capital from a portfolio of investment grade equity and fixed income investments. Key Benefits: Diversity of investments takes advantage of shifts in market conditions and relative attractiveness of different types of securities. DESCRIPTION OF THE FUND The Balanced Fund seeks long-term total return through capital appreciation, dividends, and interest income. The Fund invests primarily in a diversified portfolio of common and preferred stocks, U.S. government securities, high grade corporate bonds, and money market instruments. Common and preferred stocks are utilized for growth while bonds provide stable income flows. The portion of the Fund's total assets invested in common and preferred stocks will vary according to the Adviser's assessment of market and economic conditions and outlook. The asset mix of the Fund will normally range between 40-75% common and preferred stocks, 25-50% fixed income securities (including some convertible securities), and 0-25% money market instruments. Moderate shifts between types of assets are made in order to maximize returns or reduce risk. Over the long-term it is anticipated that the Fund's asset mix will average 60% in common and preferred stocks and 40% in bonds. TYPES OF INVESTMENTS The Fund invests in common, preferred and convertible preferred stocks and bonds of U.S. companies with at least $100 million in equity, listed on major stock exchanges or traded over-the-counter. The Fund looks at financial strength, earnings growth and price in relation to current earnings, dividends, and book value to identify growth opportunities. The Fund may also invest in American Depositary Receipts ("ADRs") of foreign companies traded on the New York or American Stock Exchanges or in the over- the-counter market. The Fund will only invest in those bonds, including convertible bonds, which are rated A or higher by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P"), or which, if unrated, are considered to be of comparable quality by the Adviser. Bonds are selected based on the outlook for interest rates and their yield in relation to other bonds of similar quality and maturity. Bond maturities in the portfolio average less than twenty years. The Fund also invests in securities which are either issued or guaranteed by the U.S. government, its agencies, or instrumentalities. These types of securities include: direct obligations of the U.S. Treasury such as U.S. Treasury bills, notes and bonds; and notes, bonds, and discount notes of U.S. government agencies or instrumentalities such as Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Banks for Cooperatives, Federal Farm Credit Banks, Tennessee Valley Authority, Export-Import Bank of the United States, Commodity Credit Corporation, Federal Financing Bank, Student Loan Marketing Association, Federal Home Loan Mortgage Corporation, or National Credit Union Administration. Some U.S. government agency obligations are backed by the full faith and credit of the U.S. Treasury. Others in which the Fund may invest are supported by: the issuer's right to borrow an amount limited to a specific line of credit from the U.S. Treasury; discretionary authority of the U.S. government to purchase certain obligations of an agency or instrumentality; or the credit of the agency or instrumentality. The Fund may invest short-term in money market instruments; securities issued and/or guaranteed by the U.S. government, its agencies, or instrumentalities; and repurchase agreements collateralized by eligible investments. - ------------------------- FIRST UNION ------------------------- FIXED INCOME - ------------------------- PORTFOLIO ------------------------- Objective: High level of current income with capital growth as a secondary objective. Invests in: A broad range of investment grade debt securities. Suitable for: Conservative investors who want attractive income. Key Benefit: Investors can participate in a broad portfolio of fixed income securities rather than purchasing a single issue. DESCRIPTION OF THE FUND The Fixed Income Fund seeks to provide a high level of current income by investing primarily in a broad range of investment grade debt securities. Capital growth is a secondary objective. The Fund will normally invest at least 80% of its assets in debt securities. At least 65% of the value of the portfolio will be invested in fixed income securities. TYPES OF INVESTMENTS The Fund will only invest its assets in securities rated A or higher by Moody's or S&P, or which, if unrated, are considered to be of comparable quality by the Adviser. Debt securities may include fixed, adjustable rate or stripped bonds, debentures, notes, U.S. government securities, and debt securities convertible into, or exchangeable for, preferred or common stock. Stated final maturity for these securities may range up to 30 years. The duration of the securities will not exceed ten years. The Fund intends to maintain a dollar-weighted average maturity of five years or less. Market-expected average life will be used for certain types of issues in computing the average maturity. In normal market conditions the Fund may invest up to 20% of its assets in money market instruments consisting of: (1) high grade commercial paper, including master demand notes; (2) obligations of banks or savings and loan associations having at least $1 billion in deposits, including certificates of deposit and bankers' acceptances; (3) A-rated or better corporate obligations; (4) obligations issued or guaranteed by the U.S. government or by any agency or instrumentality of the U.S., government as described under the caption "First Union Balanced Portfolio--Types of Investments"; and (5) repurchase agreements collateralized by any security listed above. The Fund may also invest up to 20% of its assets in foreign securities (either foreign or U.S. securities traded in foreign markets) in order to provide further diversification. The Fund may also invest in preferred stock; units which are debt securities with stock or warrants attached; and obligations denominated in foreign currencies. In making these decisions, the Adviser will consider such factors as the condition and growth potential of various economies and securities markets, currency and taxation considerations and other pertinent financial, social, national and political factors. (See "Other Investment Policies" and "Foreign Investments".) The Fund may elect to use options and financial futures for hedging purposes as described in "Other Investment Policies--Options and Futures" and in the Fund's Statement of Additional Information. The Fund may also elect to use currency exchange contracts to manage exchange rate risk in order to stabilize the U.S. dollar value of a security that it has agreed to buy or sell. The Fund will not invest in securities judged to be speculative or of poor quality. TEMPORARY INVESTMENTS For temporary defensive purposes, the Fund may invest up to 100% of its assets in the money market instruments listed above. - ------------------------ FIRST UNION ------------------------ - ------------------------ HIGH GRADE TAX FREE ------------------------ PORTFOLIO (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) Objective: High level of federally tax free income that is consistent with preservation of capital. Invests in: Insured municipal bonds. Suitable for: Investors seeking high tax-free monthly income and greater liquidity. Key Benefit: Greater diversification and liquidity than purchasing municipal bonds directly. Pays monthly dividends for those who need current income. DESCRIPTION OF THE FUND The High Grade Tax Free Fund seeks a high level of federally tax free income that is consistent with preservation of capital. The Fund pursues this objective by investing primarily in a portfolio of insured municipal bonds. At least 65% of the value of its total assets will be invested in insured obligations. The insurance guarantees the timely payment of principal and interest but not the value of the municipal bonds or shares of the Fund. As a matter of investment policy, which cannot be changed without the approval of shareholders, the Fund will normally invest its assets so that at least 80% of its annual interest income is exempt from federal income taxes (including the alternative minimum tax). The interest income retains its tax free status when distributed to the Fund's shareholders. TYPES OF INVESTMENTS Municipal bonds are the primary investment of the Fund. Municipal bonds are debt obligations issued by or on behalf of states, territories, and possessions of the United States, including the District of Columbia, and their political subdivisions, agencies, and instrumentalities, the interest from which is exempt from federal income tax. It is likely that shareholders who are subject to the alternative minimum tax will be required to include interest from a portion of the municipal securities owned by the Fund in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The municipal bonds in which the Fund may invest are subject to the following quality standards: rated A or better by Moody's or S&P, or, if unrated, determined by the Adviser to be of comparable quality to such rated bonds; or, insured by a municipal bond insurance company which is rated Aaa by Moody's or AAA by S&P. A description of the rating categories is contained in the Appendix of the Fund's Statement of Additional Information. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, the Fund may temporarily invest in short-term tax exempt or taxable investments. These temporary investments include: notes issued by or on behalf of municipal or corporate issuers; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; other debt securities; commercial paper; bank certificates of deposit; and repurchase agreements. There are no rating requirements applicable to temporary investments. However, the Adviser will limit temporary investments to those it considers to be of comparable quality to the acceptable investments of the Fund. Although the Fund is permitted to make taxable, temporary investments, there is no current intention of generating income subject to federal income tax. The Fund may also purchase investments having variable rates of interest. One example is variable amount demand master notes. These notes represent a borrowing arrangement between a commercial paper issuer (borrower) and an institutional lender such as the Fund (lender) and are payable upon demand. The underlying amount of the loan may vary during the course of the contract, as may the interest on the outstanding amount, depending on a stated short-term interest rate index. MUNICIPAL BONDS Municipal bonds are debt obligations issued by a state or local entity. The funds raised may support a government's general financial needs or special projects, such as housing projects or sewer works. The two principal classifications of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the issuer's pledge of its full faith and credit and taxing power for the payment of principal and interest. Revenue bonds are paid off only with the revenue generated by the project financed by the bonds or other specified sources of revenue. For example, in the case of a bridge project, proceeds from the tolls would go directly to retiring the bond issue. Thus, unlike general obligation bonds, revenue bonds do not represent a pledge of credit or create any debt of or charge against the general revenues of a municipality or public authority. The Fund may invest more than 25% of its total assets in industrial development bonds as long as they are not from the same facility or similar types of facilities. RISK FACTORS Bond yields are dependent on several factors, including market conditions, the size of an offering, the maturity of the bond, ratings of the bond and the ability of issuers to meet their obligations. The purpose of municipal bond insurance is to guarantee the timely payment of principal at maturity and interest. MUNICIPAL BOND INSURANCE At least 65% of the Fund's total assets will be invested in municipal securities which are insured for timely payment of principal at maturity and interest. The Fund will require insurance when purchasing municipal securities which would not otherwise meet the Fund's quality standards. The Fund may also require insurance when, in the opinion of the Adviser, such insurance would benefit the Fund, for example, through improvement of portfolio quality or increased liquidity of certain securities. Securities in the portfolio may be insured in one of two ways: (1) by a policy applicable to a specific security, obtained by the issuer of the security or by a third party ("Issuer-Obtained Insurance") or (2) under master insurance policies issued by municipal bond insurers, purchased by the Fund (the "Policies"). If a security's coverage is Issuer-Obtained, then that security does not need to be covered in the Policies. The Fund may purchase Policies from Municipal Bond Investors Assurance Corp., AMBAC Indemnity Corporation, and Financial Guaranty Insurance Company, or any other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. A more detailed description of these insurers may be found in the Fund's Statement of Additional Information. Annual premiums for these Policies are paid by the Fund and are estimated to range from 0.10% to 0.25% of the value of the municipal securities covered under the Policies, with an average annual premium rate of approximately 0.175%. While the insurance feature reduces financial risk, the cost thereof and the restrictions on investments imposed by the guidelines in the insurance policies reduce the yield to shareholders. - ------------------------- FIRST UNION ------------------------- MANAGED BOND - ------------------------- PORTFOLIO ------------------------- Objective: Total return. Invests in: Investment grade corporate bonds and U.S. government and agency bonds. Suitable for: Conservative investors looking for bond interest and appreciation. Key Benefits: Provides a diversified portfolio of investment grade bonds featuring liquidity and security of capital. DESCRIPTION OF THE FUND The Managed Bond Fund is managed for total return which includes both changes in principal value of the Fund's portfolio and interest income. The Fund seeks to provide capital appreciation during periods of falling interest rates and protection against capital depreciation during periods of rising rates. To achieve total return, the Fund invests primarily in a professionally managed, diversified portfolio of investment grade bonds with maturities up to 30 years. Under normal conditions, at least 65% of the value of the Fund's total assets will be invested in investment grade corporate bonds and government and agency bonds. Financial futures may also be used depending upon the outlook for the economy. TYPES OF INVESTMENTS The Fund may invest in: domestic issues of corporate debt obligations rated A or better by Moody's or S&P; securities which are either issued or guaranteed by the U.S. government, its agencies, or instrumentalities, as more fully described under "First Union Balanced Portfolio--Types of Investments"; commercial paper which matures in 270 days or less with at least two high quality ratings by nationally recognized statistical rating organizations, e.g. A-1 or A-2 by S&P, or Prime-1 or Prime-2 by Moody's; time and savings deposits (including certificates of deposit) in commercial or savings banks whose accounts are insured by the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund ("SAIF") (both of which are administered by the Federal Deposit Insurance Corp. ("FDIC")), including certificates of deposit and other time deposits in foreign branches of banks insured by the BIF; bankers' acceptances (maximum 0.25% of the bank's total deposits according to the bank's last published statement of condition) issued by a bank insured by the BIF, or issued by the bank's Edge Act subsidiary and guaranteed by the bank, with remaining maturities of nine months or less; and repurchase agreements collateralized by eligible investments. TEMPORARY INVESTMENTS The Fund may also invest temporarily in cash and cash items during times of unusual market conditions for defensive purposes. Cash items may include short- term obligations such as: rated commercial paper, time and savings deposits (including certificates of deposit), bankers' acceptances, obligations of the U.S. government or its agencies or instrumentalities, and repurchase agreements collateralized by eligible investments. RISK FACTORS Bond prices move inversely to interest rates, i.e. as interest rates decline, the values of the bonds increase and vice versa. The longer the maturity of a bond, the greater the exposure to market price fluctuations. The same market factors are reflected in the share price or net asset value of bond funds which will vary with interest rates. - ------------------------- FIRST UNION ------------------------- U.S. GOVERNMENT - ------------------------- PORTFOLIO ------------------------- Objective: High level of current income consistent with stability of principal. Invests in: Debt instruments issued or guaranteed by the U.S. government, its agencies, or instrumentalities. Suitable for: Conservative investors seeking high current yields plus relative safety. Key Benefit: Active management of a blend of securities and maturities to maximize the opportunities and minimize the risks created by changing interest rates. DESCRIPTION OF THE FUND The U.S. Government Fund seeks a high level of current income consistent with stability of principal. The Fund seeks to achieve this objective by investing primarily in debt instruments issued or guaranteed by the U.S. government, its agencies or instrumentalities ("U.S. government securities"). As a matter of policy, the Fund will invest at least 65% of the value of its total assets in such U.S. government securities. TYPES OF INVESTMENTS The Fund may invest in: U.S. government securities. These include: (1) securities which are backed by the full faith and credit of the U.S. government (for example, U.S. Treasury bills, notes, and bonds); (2) obligations issued or guaranteed by U.S. government agencies and instrumentalities, which are supported by any of the following: (a) the full faith and credit of the U.S. government (such as participation certificates guaranteed by Government National Mortgage Association or Federal Housing Administration debentures), (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. government (for example, obligations of Federal Home Loan Banks); (c) discretionary authority of the U.S. government to purchase the issuer's obligations (for example, obligations of the Federal National Mortgage Association); (d) the credit of the instrumentality or agency issuing the obligations (for example, obligations of the Tennessee Valley Authority, the Bank for Cooperatives and the Federal Home Loan Mortgage Corporation); Securities representing ownership interest in mortgage pools ("mortgage- backed securities"). The yield and maturity characteristics of these securities correspond to those of the underlying mortgages, with interest and principal payments (including prepayments, i.e. paying remaining principal before the mortgage's scheduled maturity) passed through to the holder of the mortgage-backed securities. The yield and price of mortgage- backed securities will be affected by prepayments which substantially shorten effective maturities. Thus, during periods of declining interest rates, prepayments may be expected to increase, requiring the Fund to reinvest the proceeds at lower interest rates, making it difficult to effectively lock in high interest rates. Conversely, mortgage-backed securities may experience less pronounced declines in value during periods of rising interest rates; Securities representing ownership interests in a pool of assets ("asset- backed securities"), for which automobile and credit card receivables are the most common collateral. Because much of the underlying collateral is unsecured, asset-backed securities are structured to include additional collateral and/or additional credit support to protect against default. The Adviser evaluates the strength of each particular issue of asset-backed security, taking into account the structure of the issue and its credit support. (See "Risk Characteristics of Asset-Backed Securities"); Collateralized mortgage obligations ("CMOs") issued by single-purpose, stand-alone entities. A CMO is a mortgage-backed security that manages the risk of repayment by separating mortgage pools into short, medium and long term portions. These portions are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. Similarly, as prepayments are made, the portion of CMO first to mature will be retired prior to its maturity, thus having the same effect as the prepayment of mortgages underlying a mortgage-backed security. The Fund will invest only in CMOs which are rated AAA by a nationally recognized statistical rating organization and which may be: (a) collateralized by pools of mortgages in which each mortgage is guaranteed as to payment of principal and interest by an agency or instrumentality of the U.S. government; (b) collateralized by pools of mortgages in which payment of principal and interest is guaranteed by the issuer and such guarantee is collateralized by U.S. government securities; or (c) securities in which the proceeds of the issuance are invested in mortgage securities and payment of the principal and interest are supported by the credit of an agency or instrumentality of the U.S. government; Commercial paper which matures in 270 days or less so long as at least two of its ratings are high quality ratings by nationally recognized statistical rating organizations. Such ratings would include: A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody's, or F-1 or F-2 by Fitch Investors Service; Bonds and other debt securities rated Baa or higher by Moody's or BBB or higher by S&P, or which, if unrated, are considered to be comparable quality by the Adviser; Securities of other investment companies; and Repurchase agreements collateralized by eligible investments. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, the Fund may temporarily invest in cash and cash items including such short-term obligations as: commercial paper; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; and repurchase agreements collateralized by eligible investments. - ------------------------- FIRST UNION ------------------------- UTILITY - ------------------------- PORTFOLIO ------------------------- Objective: High current income and moderate capital appreciation. Invests in: Equity and debt securities of utility companies. Suitable for: Investors seeking current income and long-term growth of income through equity and fixed income investments in utility companies. Key Benefit: Diversity through historically reliable cash flows on securities that typically hold their value through various market conditions. DESCRIPTION OF THE FUND The Utility Fund seeks high current income and moderate capital appreciation. The Fund invests primarily in a diversified portfolio of equity and debt securities of utility companies that produce, transmit or distribute gas or electrical energy, as well as those companies that provide communications facilities, such as telephone and telegraph companies. As a matter of investment policy, the Fund will invest at least 65% of the value of its total assets in securities of utility companies. In addition, the Fund can invest up to 35% of its assets in common stock of non utility companies. TYPES OF INVESTMENTS The Fund may invest in: common and preferred stocks, bonds and convertible preferred stocks of utility companies selected by the Adviser on the basis of traditional research techniques, including assessment of earnings and dividend growth prospects and of the risk and volatility of the individual company's industry. However, other factors, such as product position, market share, or profitability may also be considered by the Adviser. The Fund will only invest its assets in debt securities rated Baa or higher by Moody's or BBB or higher by S&P, or which, if unrated, are considered to be of comparable quality by the Adviser; securities either issued or guaranteed by the U.S. government, its agencies, or instrumentalities. These types of securities include: direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes and bonds, and notes, bonds, and discount notes of U.S. government agencies or instrumentalities; commercial paper, including master demand notes; ADRs of foreign companies traded on the New York or American Stock Exchanges or in the over-the-counter market; foreign securities (either foreign or U.S. securities traded in foreign markets). The Fund may also invest in other obligations denominated in foreign currencies. In making these decisions, the Adviser will consider such factors as the condition and growth potential of various economies and securities markets, currency and taxation considerations and other pertinent financial, social, national and political factors. (See "Other Investment Policies" and "Foreign Investments."); obligations, including certificates of deposit and bankers' acceptances, of banks or savings and loan associations having at least $1 billion in deposits and insured by the BIF or the SAIF, including U.S. branches of foreign banks and foreign branches of U.S. banks; securities of other investment companies; and repurchase agreements collateralized by government securities. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. RISK FACTORS In view of the Fund's investment concentration, investors should be aware of certain risks associated with the utility industry in general. These include difficulties in earning adequate returns on investments despite frequent rate increases, restrictions on operations and increased costs and delays due to governmental regulations, building or construction delays, environmental regulations, difficulty of the capital markets in absorbing utility debt and equity securities, and difficulties in obtaining fuel at reasonable prices. The Adviser believes that the risks of investing in utility securities can be reduced. The professional portfolio management techniques used by the Adviser to attempt to reduce these risks include credit research. The Adviser will perform its own credit analysis, in addition to using recognized rating agencies and other sources, including discussions with an issuer's management, the judgment of other investment analysts, and its own informed judgment. The Adviser's credit analysis will consider an issuer's financial soundness, its responsiveness to changes in interest rates and business conditions, and its anticipated cash flow, interest or dividend coverage, and earnings. In evaluating an issuer, the Adviser places special emphasis on the estimated current value of the issuer's assets rather than historical costs. Bond prices move inversely to interest rates, i.e. as interest rates decline, the values of the bonds increase and vice versa. The longer the maturity of a bond, the greater the exposure to market price fluctuations. The same market factors are reflected in the share price or net asset value of bond funds which will vary with interest rates. There is no limit on the maturity of the fixed income securities purchased by the Fund. - ------------------------- FIRST UNION ------------------------- VALUE - ------------------------- PORTFOLIO ------------------------- Objective: Long-term capital growth with current income as a secondary objective. Invests in: Equity securities of U.S. companies with prospects for growth in earnings and dividends. Suitable for: Long-term investors seeking capital appreciation with some income. Key Benefit: Allows accumulation of assets over the long-term through capital appreciation of equity investments and reinvestment of dividends. DESCRIPTION OF THE FUND The Value Fund seeks long-term capital growth with current income as a secondary objective. The Fund normally invests at least 75% of its assets in equity securities of U.S. companies with prospects for growth in earnings and dividends. TYPES OF INVESTMENTS: The Fund primarily invests in: common and preferred stocks, bonds and convertible preferred stock of U.S. companies with at least $100 million in equity, listed on the New York or American Stock Exchanges or traded in over-the-counter markets. The Adviser looks for industries and companies which have potential primarily for capital growth and secondarily for income; ADRs of foreign companies traded on the New York or American Stock Exchanges or in the over-the-counter market; convertible bonds rated at least BBB by S&P or at least Baa by Moody's, or, if not rated, determined to be of comparable quality by the Adviser; money market instruments; fixed rate notes and bonds and adjustable and variable rate notes of companies whose common stock the Fund may acquire (for up to 5% of its net assets); zero coupon bonds issued or guaranteed by the U.S. government, its agencies or instrumentalities (for up to 5% of its net assets); obligations, including certificates of deposit and bankers' acceptances, of banks or savings and loan associations having at least $1 billion in deposits and insured by the BIF or the SAIF, including U.S. branches of foreign banks and foreign branches of U.S. banks; prime commercial paper including master demand notes; and repurchase agreements collateralized by eligible investments. Bonds rated BBB by S&P or Baa by Moody's have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. - ------------------------ OTHER ------------------------ INVESTMENT - ------------------------ POLICIES ------------------------ The Funds have adopted the following practices for specific types of investments. DOWNGRADES If any security invested in by any of the Funds loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security (usually U.S. government securities) for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. As a matter of fundamental investment policy which cannot be changed without shareholder approval, the Funds will not lend any of their assets except portfolio securities up to 5% (in the case of the Balanced and Value Funds), 15% (in the case of the Fixed Income, High Grade Tax Free, and Utility Funds) or one-third (in the case of the U.S. Government Fund) of the value of their total assets. FOREIGN INVESTMENTS The Balanced, Fixed Income, Utility, and Value Funds may invest in foreign securities or securities denominated in or indexed to foreign currencies. In addition, the Fixed Income Fund may invest in foreign currencies. These may involve additional risks. Specifically, they may be affected by the strength of foreign currencies relative to the U.S. dollar, or by political or economic developments in foreign countries. Accounting procedures and government supervision may be less stringent than those applicable to U.S. companies. There may be less publicly available information about a foreign company than about a U.S. company. Foreign markets may be less liquid or more volatile than U.S. markets and may offer less protection to investors. It may also be more difficult to enforce contractual obligations abroad than would be the case in the United States because of differences in the legal systems. Foreign securities may be subject to foreign taxes, which may reduce yield, and may be less marketable than comparable U.S. securities. All these factors are considered by the Adviser before making any of these types of investments. RISK CHARACTERISTICS OF ASSET-BACKED SECURITIES The U.S. Government Fund may invest in asset-backed securities. Asset-backed securities are created by the grouping of certain governmental, government related and private loans, receivables and other lender assets into pools. Interests in these pools are sold as individual securities. Payments from the asset pools may be divided into several different tranches of debt securities, with some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating. Because the loans held in the asset pool often may be prepaid without penalty or premium, asset-backed securities are generally subject to higher prepayment risks than most other types of debt instruments. Prepayment risks on mortgage securities tend to increase during periods of declining mortgage interest rates, because many borrowers refinance their mortgages to take advantage of the more favorable rates. Depending upon market conditions, the yield that the U.S. Government Fund receives from the reinvestment of such prepayments, or any scheduled principal payments, may be lower than the yield on the original mortgage security. As a consequence, mortgage securities may be a less effective means of "locking in" interest rates than other types of debt securities having the same stated maturity and may also have less potential for capital appreciation. For certain types of asset pools, such as collateralized mortgage obligations, prepayments may be allocated to one tranche of securities ahead of other tranches, in order to reduce the risk of prepayment for the other tranches. Prepayments may result in a capital loss to the U.S. Government Fund to the extent that the prepaid mortgage securities were purchased at a market premium over their stated amount. Conversely, the prepayment of mortgage securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the U.S. Government Fund which would be taxed as ordinary income when distributed to the shareholders. The credit characteristics of asset-backed securities also differ in a number of respects from those of traditional debt securities. The credit quality of most asset-backed securities depends primarily upon the credit quality of the assets underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such securities. OPTIONS AND FUTURES All of the Funds, with the exception of the High Grade Tax Free Fund, may engage in options and futures transactions. Options and futures transactions are intended to enable a Fund to manage market, interest rate or exchange rate risk. The Funds do not use these transactions for speculation or leverage. Options and futures may be volatile investments and involve certain risks which might result in lowering the Funds' returns. The three principal areas of risk include: (1) lack of a liquid secondary market for a futures or option contract when the Fund wants to close out its position; (2) imperfect correlation of changes in the prices of futures or options contracts with the prices of the securities in the Fund's portfolio; and (3) incorrect forecasts by the Adviser of interest rates, market values or other economic factors. In these events, the Fund may lose money on the futures contract or option. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES Each Fund may invest in the securities of other investment companies that have investment objectives and policies similar to its own. This is a short-term measure to invest cash which has not yet been invested in other portfolio instruments and is subject to the following limitations: (1) no Fund will own more than 3% of the total outstanding voting stock of any one investment company, (2) no Fund may invest more than 5% of its total assets in any one investment company and (3) no Fund may invest more than 10% of its total assets in investment companies in general. The Adviser will waive its investment advisory fee on assets invested in securities of other open end investment companies. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money directly or through reverse repurchase agreements or pledge securities, except under certain circumstances, a Fund may borrow up to one-third of the value of its total assets and pledge up to 10% (in the case of Value Fund), 15% (in the case of the Balanced, Fixed Income, High Grade Tax Free, Managed Bond, and Utility Funds), or one-third (in the case of U.S. Government Fund) of the value of those assets to secure such borrowings. RESTRICTED AND ILLIQUID SECURITIES The Funds may invest up to 10% of their net assets in securities which are subject to restrictions on resale under federal securities law. In the case of the Fixed Income and U.S. Government Funds, this restriction is not applicable to commercial paper issued under Section 4(2) of the Securities Act of 1933. Balanced, Fixed Income, High Grade Tax Free, Managed Bond, and Value Funds may invest up to 10% of their net assets in illiquid securities. U.S. Government and Utility Funds may invest up to 15% of their net assets in illiquid securities. With respect to the Balanced, Fixed Income, Managed Bond, U.S. Government, and Utility Funds, illiquid securities include certain restricted securities not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice. With respect to the High Grade Tax Free and Value Funds, illiquid securities include repurchase agreements providing for settlement in more than seven days after notice and certain restricted securities. DIVERSIFICATION With respect to 75% of the value of its total assets, no Fund may invest more than 5% of its total assets in securities of one issuer (except cash or cash items, repurchase agreements collateralized by U.S. government securities and U.S. government obligations) or own more than 10% of the outstanding voting securities of one issuer. CONCENTRATION OF INVESTMENTS The Utility Fund will not purchase any security of any issuer if, as a result, more than 25% of its total assets would be invested in any one industry other than the utilities industry, except that the Fund may invest more than 25% of the value of its total assets in securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities. SELLING SHORT The Balanced Fund will not make short sales of securities, except in certain limited circumstances. Certain of the Funds have adopted the following investment limitations, which may be changed by the Trustees without shareholder approval. NEW ISSUERS The Balanced and Managed Bond Funds will not invest more than 5% of the value of their total assets in securities of issuers (or guarantors, where applicable) which have records of less than three years of continuous operations, including the operation of any predecessor. "NON-ACTIVE" SECURITIES The Fixed Income, High Grade Tax Free, and Value Funds will not invest more than 10% of their net assets in securities for which an active and substantial market does not exist, along with investments in illiquid securities, restricted securities, securities for which market quotations are not readily available, and repurchase agreements maturing in more than seven days. WARRANTS The Balanced, Fixed Income, High Grade Tax Free, Managed Bond and Value Funds may not invest more than 5% of its net assets in warrants. No more than 2% of this 5% may be in warrants which are not listed on the New York or American Stock Exchanges. - ------------------------- SHAREHOLDER ------------------------- - ------------------------- GUIDE ------------------------- SHARE PRICE CALCULATION In the case of no-load Funds, the net asset value (NAV), the market price and the offering price of Shares are all the same. Purchases, redemptions, and exchanges are made at net asset value. The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares of a Fund may differ slightly from that of Class B Shares and Class C Shares of the same Fund due to the variability in daily net income resulting from different distribution charges for each class of Shares. The net asset value for each Fund will fluctuate for all three classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return, yield or tax equivalent yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Trust Shares. It is generally reported using total return, yield, and tax equivalent yield (for the High Grade Tax Free Fund). Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Trust Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. The High Grade Tax Free Fund may advertise the tax equivalent yield, which is calculated like the yield described above, except that for any given tax bracket, net investment income will be calculated as the sum of any taxable income and the tax exempt income divided by the difference between 1 and the federal tax rates for taxpayers in that tax bracket. The yield and tax equivalent yield do not necessarily reflect income actually earned by Trust Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Total return, yield, and tax equivalent yield will be calculated separately for Trust Shares, Class B Shares and Class C Shares of a Fund. Because Class B Shares and Class C Shares are subject to 12b-1 fees, the yield and tax equivalent yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares are subject to similar non-recurring charges, such as the contingent deferred sales charge ("CDSC"), which, if excluded, would increase the total return for Class C Shares. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------- HOW TO ------------------------- - ------------------------- BUY SHARES ------------------------- Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order. MINIMUM INVESTMENT You may invest as often as you want in any of the Funds. There are no sales charges imposed on Trust Shares of the Funds. However, there is a $1,000 minimum initial investment requirement which may be waived incertain situations. For further information, please contact the Capital Management Group of First Union at1-800-326-2584. Subsequent investments may be in any amounts. BY TELEPHONE You may purchase Trust Shares by telephone from the Capital Management Group of First Union at 1-800-326-2584. (Texas residents should directly contact the Mutual Funds Group of First Union Brokerage Services, Inc. at 1-800-326-3241.) Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. Purchase orders must be received by 4:00 p.m. (Eastern time). Payment is required on the next business day. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, State Street Bank and Trust Company of Boston, Massachusetts ("State Street Bank") maintains a Share account for each shareholder of record. Share certificates are not issued. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. HOW TO CONVERT YOUR INVESTMENT - ------------------------- FROM ONE ------------------------- - ------------------------- FIRST UNION ------------------------- FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call First Union at 1-800-326-2584 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Trust Shares of one First Union Fund for Trust Shares of any other First Union Fund by calling toll free 1-800-326-2584 or by writing to First Union. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their net asset value determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the close of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------- HOW TO ------------------------- - ------------------------- REDEEM SHARES ------------------------- Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less any fees. You may redeem Shares in person or by telephoning First Union at 1-800-326-2584 or by written request to First Union. There is no redemption fee charged. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. - ------------------------- MANAGEMENT ------------------------- OF FIRST - ------------------------- UNION FUNDS ------------------------- Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $70.8 billion in total consolidated assets as of December 31, 1993. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $43.0 billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. R. Dean Hawes is a Vice President of First Union National Bank of North Carolina, N.A., and is the Director of Employee Benefit Portfolio Management. Mr. Hawes joined First Union in 1981 after spending five years with Merrill Lynch, Pierce, Fenner, & Smith and Townsend Investments. Mr. Hawes has served as the portfolio manager of the Balanced Fund since its inception in January 1991. Thomas L. Ellis is a Vice President of First Union National Bank of North Carolina, N.A. Prior to joining First Union in 1985, Mr. Ellis had seventeen years of investment management and sales experience, including eleven years marketing short and medium-term obligations to institutional investors, plus three years as head trader for First Boston Corporation. Mr. Ellis has managed the Fixed Income Fund since its inception in July 1988. Robert S. Drye is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye has served as a portfolio manager for several of the First Union Funds and for certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing specialist with First Union Brokerage Services, Inc. Mr. Drye has managed the High Grade Tax Free Fund since its inception in February 1992. Glen T. Insley is a Senior Vice President and Director of Fixed Income Portfolio Management for First Union National Bank of North Carolina, N.A. Mr. Insley served as Director of Fixed Income Management at One Federal Asset Management, a subsidiary of Shawmut Bank, for six years prior to joining First Union. Mr. Insley has served as the portfolio manager for the Managed Bond Fund since May 1993. Rollin C. Williams is a Vice President of First Union National Bank of North Carolina, N.A. and has over 24 years of investment management experience. Mr. Williams was the Head of Fixed Income Investments at Dominion Trust Company from 1988 until its acquisition by First Union Corporation. Mr. Williams has served as the portfolio manager for the U.S. Government Fund since its inception in December 1992. Malcolm M. Trevillian is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1986. During that time, he has served as a portfolio manager for various pension and profit-sharing accounts maintained with First Union. Mr. Trevillian has managed the Utility Fund since its inception in January 1994. William T. Davis, Jr. is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1986. Prior to that, Mr. Davis served as a securities analyst for Seibels Bruce (Insurance) Group. Mr. Davis has served as the portfolio manager of the Value Fund since March 1991. FUND ADMINISTRATION Federated Securities Corp., a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Federated Administrative Services ("FAS"), another subsidiary of Federated Investors, provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank serves as custodian and transfer agent, providing dividend disbursement and other shareholder services for the Funds. Legal counsel to those Trustees who are not "interested persons" of the Trust, as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. - ------------------------- FEES AND EXPENSES ------------------------- - ------------------------- ------------------------- Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser receives an annual investment advisory fee equal to .50 of 1% of each of the Equity and Income Fund's average daily net assets. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
MAXIMUM AVERAGE AGGREGATE DAILY ADMINISTRATIVE FEE NET ASSETS OF THE TRUST ------------------ ----------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND TRUST SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering a Fund and Shares of that Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class B Shares and Class C Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal, and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees, are allocated based upon the average daily net assets of each class of a Fund. - ------------------------- SHAREHOLDER ------------------------- RIGHTS AND - ------------------------- PRIVILEGES ---------------------- VOTING RIGHTS Each share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As of February 4, 1994, First Union National Bank, Charlotte, North Carolina, acting in various capacities for numerous accounts, was the owner of record of 63,510,816 shares (98.9%) of the Balanced Fund-Trust Shares; 35,104,402 shares (95.1%) of Fixed Income Fund- Trust Shares; 10,269,556 shares (98.7%) of Managed Bond Fund-Trust Shares; 25,746,543 shares (96.0%) of Value Fund-Trust Shares; 1,221,044 shares (81.5%) of U.S. Government Fund-Trust Shares; and 501,994 shares (80.44%) of Utility Fund-Class B Investment Shares, and therefore, may, for certain purposes, be deemed to control such Funds and be able to affect the outcome of certain matters presented for a vote of shareholders. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus and the Statements of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------- DISTRIBUTIONS ------------------------- - ------------------------- AND TAXES ------------------------- Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared and paid quarterly for the Value and Balanced Funds; dividends are declared and paid monthly for the Fixed Income, Managed Bond, and Utility Funds; and dividends are declared daily and paid monthly for the High Grade Tax Free and U.S. Government Funds. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex- dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Fund or First Union in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------- TAX ------------------------- - ------------------------- INFORMATION ------------------------- Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Except as set forth under "High Grade Tax Free Fund Additional Tax Information," all shareholders, unless otherwise exempt, are required to pay federal income tax on any dividends and other distributions, whether in shares or cash, for all the Funds. Detailed information concerning the status of dividend and capital gains distributions for federal income tax purposes is mailed to shareholders annually. Shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local tax laws. HIGH GRADE TAX FREE FUND ADDITIONAL TAX INFORMATION Shareholders of High Grade Tax Free Fund are not required to pay the federal regular income tax on any dividends received from the Fund that represent net interest on tax-exempt municipal bonds. However, under the Tax Reform Act of 1986, dividends representing net interest earned on some municipal bonds may be included in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The alternative minimum tax, up to 28% of alternative minimum taxable income for individuals and 20% for corporations, applies when it exceeds the regular tax for the taxable year. Alternative minimum taxable income is equal to the adjusted income of the taxpayer increased by certain "tax preference" items not included in regular taxable income and reduced by only a portion of the deductions allowed in the calculation of the regular tax. The Tax Reform Act of 1986 treats interest on certain "private activity" bonds issued after August 7, 1986, as a tax preference item. Unlike traditional governmental purpose municipal bonds, which finance roads, schools, libraries, prisons and other public facilities, private activity bonds provide benefits to private parties. The Fund may purchase all types of municipal bonds, including "private activity" bonds. Thus, should the Fund purchase any such bonds, a portion of the Fund's dividends may be treated as a tax preference item. In addition, in the case of a corporate shareholder, dividends of the Fund which represent interest on municipal bonds may be subject to the 20% corporate alternative minimum tax because the dividends are included in a corporation's "adjusted current earnings." The corporate alternative minimum tax treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings" over the taxpayer's alternative minimum taxable income as a tax preference item. "Adjusted current earnings" is based upon the concept of a corporation's "earnings and profits." Since "earnings and profits" generally includes the full amount of any Fund dividend, and alternative minimum taxable income does not include the portion of the Fund's dividend attributable to municipal bonds which are not private activity bonds, the difference will be included in the calculation of the corporation's alternative minimum tax. Shareholders are urged to consult their own tax advisers to determine whether they are subject to alternative minimum tax or the corporate alternative minimum tax and, if so, the tax treatment of dividends paid by the Fund. Dividends of the Fund representing net interest income earned on some temporary investments and any realized net short-term gains are taxed as ordinary income. Distributions representing net long-term capital gains realized by the Fund, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. These tax consequences apply whether dividends are received in cash or as additional Shares. Information on the tax status of dividends and distributions is provided annually. - ------------------------- OTHER CLASSES ------------------------- - ------------------------- OF SHARES ------------------------- First Union Equity and Income Funds offer three classes of shares: Trust Shares for institutional investors and Class B Shares and Class C Shares for individuals and other customers of First Union. Class B Shares and Class C Shares of First Union Equity and Income Funds are sold to customers of First Union and others at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C Shares). Shareholders of record in any Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Class B Shares and Class C Shares are distributed pursuant to Rule 12b-1 Plans adopted by the Trust, whereby the distributor is paid a fee of .25 of 1% for Class B Shares and .75 of 1% for Class C Shares of each Fund's average daily net asset value. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares and Class C Shares will be less than those payable to Trust Shares by the difference between distribution expenses borne by the shares of each respective class. [This Page Intentionally Left Blank] - ------------------------- ADDRESSES ------------------------- - ------------------------- ------------------------- - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Custodian, Transfer Agent, and Dividend Disbursing Agent State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- 3031007A-I (4/93) FIRST UNION EQUITY AND INCOME FUNDS (Portfolios of First Union Funds) Class B Investment Shares Class C Investment Shares - -------------------------------------------------------------------------------- Supplement to Prospectus dated February 28, 1994 Effective September 1, 1994, First Union Equity and Income Funds (the "Funds"), with the exception of First Union Managed Bond Fund, will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. A. Please delete the "Summary of Fund Expenses" table on pages 4 and 5 and replace it with the following: - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION EQUITY AND INCOME FUNDS CLASS B SHARES
Fixed High Grade U.S. Balanced Income Tax Free Government Utility Value Fund Fund Fund Fund Fund Fund Class B Shares -------- ------ ---------- ---------- ------- ----- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price).... 4.75% 4.75% 4.75% 4.75% 4.75% 4.75% Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................................. None None None None None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable). None None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)......................... None None None None None None Exchange Fee............................ None None None None None None Annual Class B Shares Operating Expenses (As a percentage of average net assets) Management Fee (after waiver) (1)....... 0.50% 0.50% 0.49% 0.49% 0.00% 0.50% 12b-1 Fees (2).......................... 0.25% 0.10% 0.25% 0.25% 0.25% 0.25% Total Other Expenses (after waiver) (3). 0.16% 0.16% 0.32% 0.25% 0.92% 0.17% Total Class B Shares Operating Expenses (4)....................... 0.91% 0.76% 1.06% 0.99% 1.17% 0.92%
(1)The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (2)The Class B Shares can pay up to 0.75% of Class B Shares' average daily net assets as a 12b-1 fee. For the foreseeable future, Fixed Income Fund plans to limit the Class B Shares' 12b-1 payments to 0.10% of Class B Shares' average daily net assets. All other Funds listed above plan to limit the Class B Shares' 12b-1 payments to 0.25% of Class B Shares' average daily net assets. (3)Total Other Expenses for Utility Fund are estimated to be 1.66%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4)Total Class B Shares Operating Expenses for Utility Fund are estimated to be 2.41%, absent the voluntary waivers described above in notes 1 and 3. Fixed Income, High Grade Tax Free, U.S. Government and Value Funds' Total Class B Shares Annual Operating Expenses were 0.93%, 0.85%, 0.69% and 0.99%, respectively, for the year ended December 31, 1993. Total Class B Shares Operating Expenses for High Grade Tax Free Fund, absent the voluntary waiver of the management fee by the Adviser and waiver of the 12b-1 fee, were 1.07% for the year ended December 31, 1993. Total Class B Shares Operating Expenses for U.S. Government Fund, absent the voluntary waiver of the management fee by the Adviser and the voluntary waiver of the administrative fee by the administrator, were 1.00% for the year ended December 31, 1993. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION EQUITY AND INCOME FUNDS CLASS B SHARES The Annual Class B Shares Operating Expenses in the table above, except for the Balanced and Utility Funds, are based on expenses expected during the fiscal year ending December 31, 1994. The total Class B Shares expected operating expenses for High Grade Tax Free and U.S. Government Funds would be 1.07% and 1.00%, respectively, absent the anticipated voluntary waivers described above in note 1. Fixed Income and Value Funds are no longer allocating certain expenses as incurred by each class. Utility Fund expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Class B Shares. Balanced Fund............................... $56 $75 $ 96 $154 Fixed Income Fund........................... $55 $71 $ 88 $137 High Grade Tax Free Fund.................... $58 $80 $103 $171 U.S. Government Fund........................ $57 $78 $100 $163 Utility Fund................................ $59 $83 N/A N/A Value Fund.................................. $56 $75 $ 96 $155
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example for Utility Fund Class B Shares is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class B Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class C Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear a maximum contingent deferred sales charge of 5.00%. Class D Shares are subject to a 12b- 1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1% and bear a maximum contingent deferred sales charge of 1.00%. Trust Shares, Class C Shares and Class D Shares bear no front-end sales charge. See "Other Classes of Shares." B. Please delete the "Summary of Fund Expenses" table on pages 6 and 7 and replace it with the following: - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION EQUITY AND INCOME FUNDS CLASS C SHARES
Fixed High Grade U.S. Balanced Income Tax Free Government Utility Fund Fund Fund Fund Fund ---------------- ---------------- ---------------- ---------------- ---------------- Class C Shares Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...... None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).................... None None None None None Contingent Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable) (1)................. 5% during 5% during 5% during 5% during 5% during the first year, the first year, the first year, the first year, the first year, 4% during 4% during 4% during 4% during 4% during the second year, the second year, the second year, the second year, the second year, 3% during 3% during 3% during 3% during 3% during the third year, the third year, the third year, the third year, the third year, 3% during 3% during 3% during 3% during 3% during the fourth year, the fourth year, the fourth year, the fourth year, the fourth year, 2% during 2% during 2% during 2% during 2% during the fifth year, the fifth year, the fifth year, the fifth year, the fifth year, 1% during 1% during 1% during 1% during 1% during the sixth year, the sixth year, the sixth year, the sixth year, the sixth year, and 0% after and 0% after and 0% after and 0% after and 0% after the sixth year the sixth year the sixth year the sixth year the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable).... None None None None None Exchange Fee......................... None None None None None Annual Class C Shares Operating Expenses (As a percentage of average net assets) Management Fee (after waiver) (2).... 0.50% 0.50% 0.49% 0.49% 0.00% 12b-1 Fees........................... 0.75% 0.75% 0.75% 0.75% 0.75% Total Other Expenses (after waiver) (3)................. 0.41% 0.41% 0.57% 0.50% 1.17% Shareholder Service Fee......... 0.25% Total Class C Shares Operating Expenses (4).. 1.66% 1.66% 1.81% 1.74% 1.92% Balanced Fund ---------------- Class C Shares Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...... None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).................... None Contingent Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable) (1)................. 5% during the first year, 4% during the second year, 3% during the third year, 3% during the fourth year, 2% during the fifth year, 1% during the sixth year, and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable).... None Exchange Fee......................... None Annual Class C Shares Operating Expenses (As a percentage of average net assets) Management Fee (after waiver) (2).... 0.50% 12b-1 Fees........................... 0.75% Total Other Expenses (after waiver) (3)................. 0.42% Shareholder Service Fee......... Total Class C Shares Operating Expenses (4).. 1.67%
(1)No contingent deferred sales charge is imposed on (a) Shares purchased more than six years prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per Share. (2)The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (3)Total Other Expenses for Utility Fund are estimated to be 1.91%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4)Total Class C Shares Operating Expenses for Utility Fund are estimated to be 3.16%, absent the voluntary waivers described above in notes 2 and 3. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION EQUITY AND INCOME FUNDS CLASS C SHARES Fixed Income, High Grade Tax Free, U.S. Government and Value Funds' Total Class C Shares Annual Operating Expenses were 1.57%, 1.35%, 1.19% and 1.48%, respectively, for the year ended December 31, 1993. Total Class C Shares Operating Expenses for High Grade Tax Free Fund absent the voluntary waiver of the management fee by the Adviser and the waiver of the 12b-1 fee were 1.57% for the year ended December 31, 1993. Total Class C Shares Operating Expenses for U.S. Government Fund, absent the voluntary waiver of the management fee by the Adviser and the voluntary waiver of the administrative fee by the administrator, were 1.50% for the year ended December 31, 1993. The Annual Class C Shares Operating Expenses in the table above, except for Balanced and Utility Funds, are based on expenses expected during the fiscal year ending December 31, 1994. The total Class C Shares expected operating expenses, for High Grade Tax Free and U.S. Government Funds, would be 1.82% and 1.75%, respectively, absent the voluntary waivers described above in note 2. Fixed Income and Value Funds are no longer allocating certain expenses incurred by each class. Utility Fund expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. Balanced Fund............................... $69 $85 $114 $197 Fixed Income Fund........................... $69 $85 $114 $197 High Grade Tax Free Fund.................... $70 $90 $121 $213 U.S. Government Fund........................ $69 $88 $118 $205 Utility Fund................................ $71 $93 N/A N/A Value Fund.................................. $69 $86 $114 $198 You would pay the following expenses on the same investment, assuming no redemptions: Balanced Fund............................... $17 $52 $90 $197 Fixed Income Fund........................... $17 $52 $90 $197 High Grade Tax Free Fund.................... $18 $57 $98 $213 U.S. Government Fund........................ $18 $55 $94 $205 Utility Fund................................ $20 $60 N/A N/A Value Fund.................................. $17 $53 $91 $198
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example for Utility Fund Class C Shares is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class C Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1% and bear a maximum sales charge of 4.75%. Class D Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, and bear a maximum contingent deferred sales charge of 1.00%. See "Other Classes of Shares." C. Please insert the following "Summary of Fund Expenses" table on pages 8 and 9 for Class D Shares: - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION EQUITY AND INCOME FUNDS CLASS D SHARES
Fixed High Grade U.S. Balanced Income Tax Free Government Utility Value Fund Fund Fund Fund Fund Fund Class D Shares --------------- --------------- --------------- --------------- --------------- --------------- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...................... None None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)...................... None None None None None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable) (1)............... 1% during 1% during 1% during 1% during 1% during 1% during the first year, the first year, the first year, the first year, the first year, the first year, and 0% after and 0% after and 0% after and 0% after and 0% after and 0% after the first year the first year the first year the first year the first year the first year Redemption Fees (as a percentage of amount redeemed, if applicable).................... None None None None None None Exchange Fee.................... None None None None None None Annual Class D Shares Operating Expenses* (As a percentage of projected average net assets) Management Fee (after waiver) (2)........................... 0.50% 0.50% 0.49% 0.49% 0.00% 0.50% 12b-1 Fees...................... 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Total Other Expenses (after waiver) (3)................... 0.41% 0.41% 0.57% 0.50% 1.17% 0.42% Shareholder Service Fee.... 0.25% Total Class D Shares Operating Expenses (4). 1.66% 1.66% 1.81% 1.74% 1.92% 1.67%
(1)No contingent deferred sales charge is imposed on (a) Shares purchased more than one year prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per share. (2)The estimated management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the anticipated voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (3)Total Other Expenses for Utility Fund are estimated to be 1.91%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4)Total Class D Shares Operating Expenses for High Grade Tax Free, U.S. Government and Utility Funds are estimated to be 1.82%, 1.75% and 3.16%, respectively, absent the anticipated voluntary waivers described above in notes 2 and 3. * Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION EQUITY AND INCOME FUNDS CLASS D SHARES Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charge permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. Balanced Fund................................................ $27 $52 Fixed Income Fund............................................ $27 $52 High Grade Tax Free Fund..................................... $29 $57 U.S. Government Fund......................................... $28 $55 Utility Fund................................................. $30 $60 Value Fund................................................... $27 $53 You would pay the following expenses on the same investment, assuming no redemptions: Balanced Fund................................................ $17 $52 Fixed Income Fund............................................ $17 $52 High Grade Tax Free Fund..................................... $18 $57 U.S. Government Fund......................................... $18 $55 Utility Fund................................................. $20 $60 Value Fund................................................... $17 $53
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class D Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares and Class C Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1% and bear a maximum sales charge of 4.75%. Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 5.00% and bear no front-end sales charge. See "Other Classes of Shares." D. Please delete the first table (for Class B Investment Shares) under the section entitled "What Shares Cost" on page 28 and replace it with the following:
Sales Charge as a Percentage of Sales Charge as a Amount of Public Offering Percentage of Net Transaction Price Amount Invested ----------- --------------- ----------------- $0-99,999 4.75% 4.25% $100,000-249,999 3.75% 3.25% $250,000-499,999 3.00% 2.50% $500,000-1,000,000 2.00% 1.75% $1,000,000-2,500,000 1.00% 1.00% $2,500,000 and above 0.25% 0.25%
E. Please delete the second table (for Class C Investment Shares) under the section entitled "What Shares Cost" on page 28 and replace it with the following:
Year of Redemption Contingent Deferred After Purchase Sales Charge ------------------ ------------------- First 5.0% Second 4.0% Third 3.0% Fourth 3.0% Fifth 2.0% Sixth 1.0%
September 1, 1994 FEDERATED SECURITIES CORP. - -------------------------------------------------------------------------------- Distributor G00389-14-B (9/94) P R O S P E C T U S FIRST UNION EQUITY AND INCOME FUNDS CLASS B AND C INVESTMENT SHARES FEBRUARY 28, 1994 [LOGO] FIRST UNION FUNDS FORMERLY THE SALEM FUNDS - ------------------------ FIRST UNION ------------------------ EQUITY AND INCOME - ------------------------ FUNDS ------------------------ Portfolios of First Union Funds CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S February 28, 1994 First Union Funds (the "Trust") is a mutual fund with 15 portfolios, offering a variety of investment opportunities. The Trust currently includes seven diversified Equity and Income Funds, three diversified Money Market Funds, and five non-diversified Single State Municipal Bond Funds. They are: Equity and Income Funds .First Union Balanced Portfolio; .First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio (Investment Shares not currently offered); . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and .First Union Value Portfolio. Money Market Funds .First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and .First Union Treasury Money Market Portfolio. Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. This prospectus provides you with information specific to the Class B Investment Shares ("Class B Shares") and Class C Investment Shares ("Class C Shares") of First Union Equity and Income Funds. It concisely describes the information which you should know before investing in Class B Shares or Class C Shares of any of the First Union Equity and Income Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union Equity and Income Fund in its Statement of Additional Information dated February 28, 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statements are available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222-3779 or by calling 1-800-326-3241. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). The value of investment company shares offered by this prospectus fluctuates daily. THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF FIRST UNION, ARE NOT ENDORSED OR GUARANTEED BY FIRST UNION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. FOR A DESCRIPTION OF THE NATURE AND LIMITATIONS OF MUNICIPAL BOND INSURANCE, SEE "FIRST UNION HIGH GRADE TAX FREE PORTFOLIO--MUNICIPAL BOND INSURANCE," PAGE 19. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------- TABLE OF ------------------------- - ------------------------- CONTENTS ------------------------- SUMMARY 2 - -------------------------------------- SUMMARY OF FUND EXPENSES 4 - -------------------------------------- FINANCIAL HIGHLIGHTS 8 - -------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 16 - -------------------------------------- FIRST UNION BALANCED PORTFOLIO 16 - -------------------------------------- FIRST UNION FIXED INCOME PORTFOLIO 17 - -------------------------------------- FIRST UNION HIGH GRADE TAX FREE PORTFOLIO 18 - -------------------------------------- FIRST UNION U.S. GOVERNMENT PORTFOLIO 20 - -------------------------------------- FIRST UNION UTILITY PORTFOLIO 21 - -------------------------------------- FIRST UNION VALUE PORTFOLIO 22 - -------------------------------------- OTHER INVESTMENT POLICIES 23 - -------------------------------------- SHAREHOLDER GUIDE 26 - -------------------------------------- HOW TO BUY SHARES 28 - -------------------------------------- HOW TO CONVERT YOUR INVESTMENT FROM ONE FIRST UNION FUND TO ANOTHER FIRST UNION FUND 30 - -------------------------------------- HOW TO REDEEM SHARES 30 - -------------------------------------- ADDITIONAL SHAREHOLDER SERVICES 31 - -------------------------------------- MANAGEMENT OF FIRST UNION FUNDS 31 - -------------------------------------- FEES AND EXPENSES 33 - -------------------------------------- SHAREHOLDER RIGHTS AND PRIVILEGES 34 - -------------------------------------- DISTRIBUTIONS AND TAXES 35 - -------------------------------------- TAX INFORMATION 35 - -------------------------------------- OTHER CLASSES OF SHARES 36 - -------------------------------------- ADDRESSES Inside Back Cover - -------------------------------------- - ------------------------- SUMMARY ------------------------- - ------------------------- ------------------------- DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 15 portfolios, each representing a different First Union Fund. Each Equity and Income Fund, except First Union Managed Bond Portfolio, is divided into three classes of shares: Class B Shares, Class C Shares, and Trust Shares. Class B and Class C Shares are sold to individuals and other customers of First Union (the "Adviser") and are sold at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C Shares). Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). First Union Managed Bond Portfolio presently offers only Trust Shares. This prospectus relates to both classes of Investment Shares ("Shares") of First Union Equity and Income Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Class B and Class C Shares are offered in the following six Funds: . FIRST UNION BALANCED PORTFOLIO ("BALANCED FUND")--seeks to produce long-term total return through capital appreciation, dividends, and interest income; . FIRST UNION FIXED INCOME PORTFOLIO ("FIXED INCOME FUND")--seeks to provide a high level of current income by investing in a broad range of investment grade debt securities, with capital growth as a secondary objective; . FIRST UNION HIGH GRADE TAX FREE PORTFOLIO ("HIGH GRADE TAX FREE FUND")-- seeks to provide a high level of federally tax-free income that is consistent with preservation of capital; . FIRST UNION U.S. GOVERNMENT PORTFOLIO ("U.S. GOVERNMENT FUND")--seeks a high level of current income consistent with stability of principal; . FIRST UNION UTILITY PORTFOLIO ("UTILITY FUND")--seeks high current income and moderate capital appreciation; and . FIRST UNION VALUE PORTFOLIO ("VALUE FUND")--seeks long-term capital growth, with current income as a secondary objective. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. PURCHASING AND REDEEMING SHARES For information on purchasing Class B and Class C Shares of any of the Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." RISK FACTORS Investors should be aware of the following general observations: The market value of fixed-income securities, which constitute a major part of the investments of several of the Funds described in this prospectus, may vary inversely in response to changes in prevailing interest rates. The foreign securities in which several Funds may invest may be subject to certain risks in addition to those inherent in U.S. investments. One or more Funds may make certain investments and employ certain investment techniques that involve other risks, including entering into repurchase agreements, lending portfolio securities and entering into futures contracts and related options as hedges. These risks and those associated with investing in mortgage-backed securities, when-issued securities, options and variable rate securities are described under "Investment Objectives and Policies" for each Fund and "Other Investment Policies." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION EQUITY AND INCOME FUNDS CLASS B SHARES
Fixed High Grade U.S. Balanced Income Tax Free Government Utility Value Fund Fund Fund Fund Fund Fund -------- ------ ---------- ---------- ------- ----- CLASS B SHARES SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offer- ing price)................ 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offer- ing price)................ None None None None None None Deferred Sales Load (as a percentage of original purchase price or redemp- tion proceeds, as applica- ble)...................... None None None None None None Redemption Fee (as a per- centage of amount re- deemed, if applicable)............ None None None None None None Exchange Fee............... None None None None None None ANNUAL CLASS B SHARES OPERATING EXPENSES (As a percentage of average net assets) Management Fee (after waiver) (1)............... 0.50% 0.50% 0.49% 0.49% 0.00% 0.50% 12b-1 Fees (2)............. 0.25% 0.10% 0.25% 0.25% 0.25% 0.25% Total Other Expenses (after waiver) (3)............... 0.16% 0.16% 0.32% 0.25% 0.92% 0.17% Total Class B Shares Op- erating Expenses (4)...... 0.91% 0.76% 1.06% 0.99% 1.17% 0.92%
(1) The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (2) The Class B Shares can pay up to 0.75% of Class B Shares' average daily net assets as a 12b-1 fee. For the foreseeable future, Fixed Income Fund plans to limit the Class B Shares' 12b-1 payments to 0.10% of Class B Shares' average daily net assets. All other Funds listed above plan to limit the Class B Shares' 12b-1 payments to 0.25% of Class B Shares' average daily net assets. (3) Total Other Expenses for Utility Fund are estimated to be 1.66%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4) Total Class B Shares Operating Expenses for Utility Fund are estimated to be 2.41%, absent the voluntary waivers described above in notes 1 and 3. Fixed Income, High Grade Tax Free, U.S. Government and Value Funds' Total Class B Shares Annual Operating Expenses were 0.93%, 0.85%, 0.69% and 0.99%, respectively, for the year ended December 31, 1993. Total Class B Shares Operating Expenses for High Grade Tax Free Fund absent the voluntary waiver of the management fee by the Adviser and waiver of the 12b-1 fee was 1.07% for the year ended December 31, 1993. Total Class B Shares Operating Expenses for U.S. Government Fund absent the voluntary waiver of the management fee by the Adviser and the voluntary waiver of the administrative fee by the administrator, was 1.00% for the year ended December 31, 1993. The Annual Class B Shares Operating Expenses in the table above, except for the Balanced and Utility Funds, are based on expenses expected during the fiscal year ending December 31, 1994. The total Class B Shares expected operating expenses for High Grade Tax Free and U.S. Government Funds would be 1.07% and 1.00%, respectively, absent the voluntary waivers described above in note 1. Fixed Income and Value Funds are no longer allocating certain expenses as incurred by each class. Utility Fund expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Class B Shares. Balanced Fund............................... $49 $68 $88 $147 Fixed Income Fund........................... $47 $63 $81 $130 High Grade Tax Free Fund.................... $50 $72 $96 $164 U.S. Government Fund........................ $50 $70 $93 $156 Utility Fund................................ $51 $76 NA NA Value Fund.................................. $49 $68 $89 $149
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE FOR UTILITY FUND CLASS B SHARES IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. The information set forth in the foregoing table and example relates only to Class B Shares of the Funds. The Funds also offer two additional classes of shares called Trust Shares and Class C Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales load or 12b-1 fee. Class C Shares are subject to a 12b-1 fee of 0.75 of 1% and bear a maximum contingent deferred sales load of 4.00%. Neither Trust Shares nor Class C Shares bear a front-end sales load. See "Other Classes of Shares." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION EQUITY AND INCOME FUNDS CLASS C SHARES
Fixed High Grade U.S. Balanced Income Tax Free Government Utility Fund Fund Fund Fund Fund ---------------- ---------------- ---------------- ---------------- ---------------- CLASS C SHARES SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Pur- chases (as a percentage of offering price). None None None None None Maximum Sales Load Imposed on Re- invested Dividends (as a percentage of offering price). None None None None None Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable) (1).... 4% during 4% during 4% during 4% during 4% during the first year, the first year, the first year, the first year, the first year, 3% during 3% during 3% during 3% during 3% during the second year, the second year, the second year, the second year, the second year, 2.5% during 2.5% during 2.5% during 2.5% during 2.5% during the third year, the third year, the third year, the third year, the third year, 2% during 2% during 2% during 2% during 2% during the fourth year, the fourth year, the fourth year, the fourth year, the fourth year, 1.5% during 1.5% during 1.5% during 1.5% during 1.5% during the fifth year, the fifth year, the fifth year, the fifth year, the fifth year, 0.5% during 0.5% during 0.5% during 0.5% during 0.5% during the sixth year, the sixth year, the sixth year, the sixth year, the sixth year, and 0% after and 0% after and 0% after and 0% after and 0% after the sixth year the sixth year the sixth year the sixth year the sixth year Redemption Fee (as a per- centage of amount redeemed, if applicable). None None None None None Exchange Fee.... None None None None None Value Fund ----------------- CLASS C SHARES SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price)... None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price). None Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable)(1).... 4% during the first year, 3% during the second year, 2.5% during the third year, 2% during the fourth year, 1.5% during the fifth year, 0.5% during the sixth year, and 0% after the sixth year Redemption Fee (as a per- centage of amount redeemed, if applicable). None Exchange Fee.... None ANNUAL CLASS C SHARES OPERATING EXPENSES (As a percentage of average net assets) Management Fee (after waiver) (2).... 0.50% 0.50% 0.49% 0.49% 0.00% 12b-1 Fees... 0.75% 0.75% 0.75% 0.75% 0.75% Total Other Expenses (after waiver) (3).... 0.16% 0.16% 0.32% 0.25% 0.92% Total Class C Shares Operating Expenses (4). 1.41% 1.41% 1.56% 1.49% 1.67% ANNUAL CLASS C SHARES OPERATING EXPENSES (As a percentage of average net assets) Management Fee (after waiver) (2).... 0.50% 12b-1 Fees... 0.75% Total Other Expenses (after waiver) (3).... 0.17% Total Class C Shares Operating Expenses (4). 1.42%
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than six years prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per Share. (2) The management fees of High Grade Tax Free, U.S. Government and Utility Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for High Grade Tax Free, U.S. Government and Utility Funds is 0.50%. (3) Total Other Expenses for Utility Fund are estimated to be 1.66%, absent the anticipated voluntary waiver by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4) Total Class C Shares Operating Expenses for Utility Fund are estimated to be 2.91%, absent the voluntary waivers described above in notes 2 and 3. Fixed Income, High Grade Tax Free, U.S. Government and Value Funds' Total Class C Shares Annual Operating Expenses were 1.57%, 1.35%, 1.19% and 1.48%, respectively, for the year ended December 31, 1993. Total Class C Shares Operating Expenses for High Grade Tax Free absent the voluntary waiver of the management fee by the Adviser and the waiver of the 12b-1 fee was 1.57% for the year ended December 31, 1993. Total Class C Shares Operating Expenses for U.S. Government Fund absent the voluntary waiver of the management fee by the Adviser and the voluntary waiver of the administrative fee by the administrator was 1.50% for the year ended December 31, 1993. The Annual Class C Shares Operating Expenses in the table above, except for Balanced and Utility Funds, are based on expenses expected during the fiscal year ending December 31, 1994. The total Class C Shares expected operating expenses, for High Grade Tax Free and U.S. Government Funds, would be 1.57% and 1.50%, respectively, absent the voluntary waivers described above in note 2. Fixed Income and Value Funds are no longer allocating certain expenses as incurred by each class. Utility Fund expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period: Balanced Fund...................................................................... $56 $72 $95 $169 Fixed Income Fund.................................................................. $56 $72 $95 $169 High Grade Tax Free Fund........................................................... $57 $77 $103 $186 U.S. Government Fund............................................................... $57 $75 $99 $178 Utility Fund....................................................................... $58 $80 NA NA Value Fund......................................................................... $56 $73 $96 $170 You would pay the following expenses on the same investment, assuming no redemptions: Balanced Fund...................................................................... $14 $45 $77 $169 Fixed Income Fund.................................................................. $14 $45 $77 $169 High Grade Tax Free Fund........................................................... $16 $49 $85 $186 U.S. Government Fund............................................................... $15 $47 $81 $178 Utility Fund....................................................................... $17 $53 NA NA Value Fund......................................................................... $14 $45 $78 $170
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE FOR UTILITY FUND CLASS C SHARES IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. The information set forth in the foregoing table and example relates only to Class C Shares of the Funds. The Funds also offer two additional classes of shares called Trust Shares and Class B Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales load or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1%and bear a maximum sales load of 4.00%. See "Other Classes of Shares." - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ FIRST UNION BALANCED PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS C TRUST SHARES CLASS B INVESTMENT SHARES INVESTMENT SHARES -------------------------------- ---------------------------------- ----------------- YEAR ENDED YEAR ENDED YEAR ENDED -------------------------------- ---------------------------------- ----------------- 12/31/93 12/31/92 12/31/91** 12/31/93 12/31/92 12/31/91*** 12/31/93+ - ------------------------ --------- --------- ---------- -------- -------- ----------- ----------------- NET ASSET VALUE, BEGIN- NING OF PERIOD $ 11.41 $ 11.02 $ 10.00 $ 11.41 $ 11.02 $ 10.00 $ 11.54 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.45 0.46 0.36 0.419 0.42 0.30 0.34 - ------------------------ Net realized and unrealized gain (loss) on investments 0.75 0.42 1.03 0.755 0.43 1.08 0.65 - ------------------------ ------ ------ ------ ------ ------ ------- ------ Total from investment operations 1.20 0.88 1.39 1.174 0.85 1.38 0.99 - ------------------------ ------ ------ ------ ------ ------ ------- ------ LESS DISTRIBUTION - ------------------------ Dividends to shareholders from net investment income (0.45) (0.45) (0.36) (0.419) (0.42) (0.35) (0.34) - ------------------------ Distributions to shareholders from net realized gain on investment transactions (0.09) (0.04) (0.01) (0.091) (0.04) (0.01) (0.09) - ------------------------ Distributions in excess of net investment income -- -- -- (0.004)(b) -- -- (0.02)(b) - ------------------------ ------ ------ ------ ------ ------ ------ ------- Total distributions (0.54) (0.49) (0.37) (0.514) (0.46) (0.36) (0.45) - ------------------------ ------- ------- ------- -------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $12.07 $11.41 $11.02 $12.07 $11.41 $11.02 $12.08 - ------------------------ ------ ------ ------ ------ ------ ------- ------ TOTAL RETURN* 10.68% 8.21% 15.02% 10.41% 7.94% 11.75% 8.72% - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.66% 0.66% 0.68%(a) 0.91% 0.91% 0.92%(a) 1.41%(a) - ------------------------ Net investment income 3.86% 4.20% 4.86%(a) 3.61% 3.93% 4.38%(a) 3.09%(a) - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of pe- riod (000 omitted) $760,147 $520,232 $247,472 $35,032 $17,408 $334 $65,475 - ------------------------ Portfolio turnover rate 19% 12% 19% 19% 12% 19% 19% - ------------------------
* Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. ** Reflects operations for the period from April 1, 1991 (commencement of op- erations) to December 31, 1991. *** Reflects operations for the period from June 10, 1991 (commencement of op- erations) to December 31, 1991. + Reflects operations for the period from January 26, 1993 (commencement of operations) to December 31, 1993. (a) Computed on an annualized basis. (b) Distributions in excess of net investment income for the year ended De- cember 31, 1993, were the result of certain book and tax timing differ- ences. These distributions do not represent a return of capital for fed- eral income tax purposes. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ FIRST UNION FIXED INCOME PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES CLASS B INVESTMENT SHARES --------------------------- ----------------------------------------------------------- PERIOD ENDED PERIOD ENDED --------------------------- ----------------------------------------------------------- 12/31/93 12/31/92 12/31/91* 12/31/93 12/31/92 12/31/91 12/31/90+ 3/31/90 3/31/89++ - ---------------- -------- -------- --------- -------- -------- -------- --------- ------- --------- NET ASSET VALUE, BEGINNING OF PERIOD $10.41 $10.54 $10.06 $10.41 $10.54 $ 9.99 $9.72 $9.50 $9.70 - ---------------- INCOME FROM IN- VESTMENT OPERA- TIONS - ---------------- Net investment income 0.69 0.70 0.71 0.65 0.71 0.73 0.55 0.79 0.10 - ---------------- Net realized and unrealized gain (loss) on investments 0.19 (0.02) 0.56 0.19 (0.06) 0.60 0.24 0.20 (0.14) - ---------------- ------ ------ ------ ------ ------ ------ ----- ----- ----- Total from investment operations 0.88 0.68 1.27 0.84 0.65 1.33 0.79 0.99 (0.04) - ---------------- ------ ------ ------ ------ ------ ------ ----- ----- ----- LESS DISTRIBU- TIONS - ---------------- Dividends to shareholders from net investment income (0.68) (0.70) (0.71) (0.65) (0.67) (0.70) (0.52) (0.77) (0.16) - ---------------- Distributions to shareholders from net realized gain on investments (0.18) (0.11) (0.07) (0.18) (0.11) (0.07) -- -- -- - ---------------- Distributions in excess of net investment income -- -- (0.01)(a) -- -- (0.01)(a) -- -- -- - ---------------- ------ ------ ------ ------ ------ ------ ----- ----- ----- Total distribu- (0.86) (0.81) (0.79) (0.83) (0.78) (0.78) (0.52) (0.77) (0.16) tions ------ ------ ------ ------ ------ ------ ----- ----- ----- - ---------------- NET ASSET VALUE, END OF PERIOD $10.43 $10.41 $10.54 $10.42 $10.41 $10.54 $9.99 $9.72 $9.50 - ---------------- ------ ------ ------ ------ ------ ------ ----- ----- ----- TOTAL RETURN** 8.67% 6.64% 13.80% 8.29% 6.39% 13.74% 8.31% 10.51% (0.31)% - ---------------- RATIOS TO AVERAGE NET ASSETS - ---------------- Expenses 0.66% 0.69% 0.69%(c) 0.93% 0.90% 0.80% 1.01%(c) 1.00% 1.78%(c) - ---------------- Net investment income 6.41% 6.67% 7.12%(c) 6.15% 6.79% 7.30% 7.53%(c) 7.52% 6.10%(c) - ---------------- Expense waiver/ reimbursement (b) -- -- 0.07%(c) -- -- 0.09% 0.81%(c) 0.50% -- (c) - ---------------- SUPPLEMENTAL DATA - ---------------- Net assets, end of period (000 omitted) $376,445 $324,068 $256,254 $22,865 $21,488 $17,680 $11,765 $6,496 $11,580 - ---------------- Portfolio turnover rate 73% 66% 55% 73% 26% 66% 27% 32% 18% - ---------------- CLASS C INVESTMENT SHARES ------------- PERIOD ENDED ------------- 12/31/93+++ - ----------------- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.57 - ----------------- INCOME FROM IN- VESTMENT OPERA- TIONS - ----------------- Net investment income 0.58 - ----------------- Net realized and unrealized gain (loss) on investments 0.05 - ----------------- ------------- Total from investment operations 0.63 - ----------------- ------------- LESS DISTRIBU- TIONS - ----------------- Dividends to shareholders from net investment income (0.58) - ----------------- Distributions to shareholders from net realized gain on investments (0.18) - ----------------- Distributions in excess of net investment income -- - ----------------- ------------- Total distribu- tions (0.76) - ----------------- ------------- NET ASSET VALUE, END OF PERIOD $10.44 - ----------------- ------------- TOTAL RETURN** 6.08% - ----------------- RATIOS TO AVERAGE NET ASSETS - ----------------- Expenses 1.57%(c) - ----------------- Net investment income 5.42%(c) - ----------------- Expense waiver/ reimbursement (b) -- (c) - ----------------- SUPPLEMENTAL DATA - ----------------- Net assets, end of period (000 omitted) $8,876 - ----------------- Portfolio turnover rate 73% - -----------------
(Continued) - ------------------------ FINANCIAL ------------------------ - ------------------------ HIGHLIGHTS ------------------------ (CONTINUED) FIRST UNION FIXED INCOME PORTFOLIO * Reflects operations for the period from January 4, 1991 (commencement of operations) to December 31, 1991. ** Based on net asset value, which does not reflect sales load or contingent deferred sales charge, if applicable. + Nine months ended December 31, 1990. ++ Reflects operations for the period from January 28, 1989 (commencement of operations) to March 31, 1989. +++ Reflects operations for the period from January 26, 1993 (commencement of operations) to December 31, 1993. (a) Distributions in excess of net investment income for the year ended December 31, 1991, were a result of certain book and tax timing differences. These differences did not represent a return of capital for federal income tax purposes for the year ended December 31, 1991. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION HIGH GRADE TAX FREE PORTFOLIO (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS C INVESTMENT CLASS B INVESTMENT SHARES (C) SHARES (C) ------------------------------------ ------------------- YEAR ENDED PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993 DECEMBER 31, 1992* DECEMBER 31, 1993** - ------------------------ ----------------- ------------------ ------------------- NET ASSET VALUE, BEGIN- NING OF PERIOD $10.42 $10.00 $10.42 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.54 0.51 0.47 - ------------------------ Net realized and unrealized gain on in- vestments 0.81 0.42 0.81 - ------------------------ ------ ------ ------ Total from investment operations 1.35 0.93 1.28 - ------------------------ LESS DISTRIBUTIONS - ------------------------ Dividends to sharehold- ers from net investment income (0.54) (0.51) (0.47) - ------------------------ Distributions to share- holders from net real- ized gain on investment transactions (0.07) -- (0.07) - ------------------------ ------ ------ ------ Total distributions (0.61) (0.51) (0.54) - ------------------------ ------ ------ ------ NET ASSET VALUE, END OF $11.16 $10.42 $11.16 PERIOD ------ ------ ------ - ------------------------ TOTAL RETURN*** 13.25% 9.37% 12.41% - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.85% 0.49%(a) 1.35%(a) - ------------------------ Net investment income 4.99% 5.79%(a) 4.44%(a) - ------------------------ Expense waiver/reimbursement (b) 0.22% 0.62%(a) 0.22%(a) - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of period (000 omitted) $101,352 $90,738 $41,030 - ------------------------ Portfolio turnover rate 14% 7% 14% - ------------------------
* Reflects operations for the period from February 21, 1992 (commencement of operations) to December 31, 1992. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) Computed on an annualized basis. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such shares. The Financial High- lights presented above are historical information for Class B and Class C Investment Shares of the Fund. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION U.S. GOVERNMENT PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Fnancial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C TRUST INVESTMENT INVESTMENT SHARES SHARES SHARES --------- ---------- ---------- PERIOD PERIOD PERIOD ENDED ENDED ENDED 12/31/93* 12/31/93** 12/31/93** - ------------------------------------- --------- ---------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $10.25 $10.00 $10.00 - ------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ------------------------------------- Net investment income 0.25 0.68 0.63 - ------------------------------------- Net realized and unrealized gain (loss) on investments (0.20) 0.05 0.05 - ------------------------------------- ----- ---- ---- Total from investment operations 0.05 0.73 0.68 - ------------------------------------- LESS DISTRIBUTIONS - ------------------------------------- Dividends to shareholders from net investment income (0.25) (0.68) (0.63) - ------------------------------------- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $10.05 $10.05 $10.05 - ------------------------------------- ------ ------ ------ TOTAL RETURN*** 0.49% 7.43% 6.91% - ------------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------------- Expenses 0.48%(a) 0.69%(a) 1.19%(a) - ------------------------------------- Net investment income 7.20%(a) 6.93%(a) 6.44%(a) - ------------------------------------- Expense adjustment (b) 0.31%(a) 0.31%(a) 0.31%(a) - ------------------------------------- SUPPLEMENTAL DATA - ------------------------------------- Net assets, end of period (000 omit- ted) $14,486 $38,851 236,696 - ------------------------------------- Portfolio turnover rate 39% 39% 39% - -------------------------------------
* Reflects operations for the period from September 2, 1993 (commencement of operations) to December 31, 1993. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) Computed on an annualized basis. (b) The voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION VALUE PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
TRUST SHARES -------------------------------- PERIOD ENDED -------------------------------- 12/31/93 12/31/92 12/31/91* - ------------------------------------------ --------- -------- --------- NET ASSET VALUE, BEGINNING OF PERIOD $17.11 $17.08 $14.28 - ------------------------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------------------------ Net investment income 0.52 0.49 0.47 - ------------------------------------------ Net realized and unrealized gain (loss) on investments 1.12 0.90 3.53 - ------------------------------------------ ---- ---- ---- Total from investment operations 1.64 1.39 4.00 - ------------------------------------------ ---- ---- ---- LESS DISTRIBUTIONS - ------------------------------------------ Dividends to shareholders from net in- vestment income (0.52) (0.49) (0.47) - ------------------------------------------ Distributions to shareholders form net realized gain on investment transactions (0.58) (0.87) (0.73) - ------------------------------------------ Distributions in excess of net investment income (0.02)(c) -- -- - ------------------------------------------ ------ ------- ------- Total distributions (1.12) (1.36) (1.20) - ------------------------------------------ ------- ------- ------- NET ASSET VALUE, END OF PERIOD $17.63 $17.11 $17.08 - ------------------------------------------ ------ ------ ------ TOTAL RETURN** 9.71% 8.31% 25.41% - ------------------------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------------------------ Expenses 0.65% 0.68% 0.69%(b) - ------------------------------------------ Net investment income 2.98% 2.90% 3.04%(b) - ------------------------------------------ Expense waiver/reimbursement (a) -- 0.01% 0.08%(b) - ------------------------------------------ SUPPLEMENTAL DATA - ------------------------------------------ Net assets, end of period $463,087 $326,154 $271,391 - ------------------------------------------ Portfolio turnover rate 46% 56% 69% - ------------------------------------------
* For the period from January 3, 1991 (commencement of operations) to December 31, 1991. ** Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. (a) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (b) Computed on an annualized basis. (c) Distributions in excess of net investment income for the period ended De- cember 31, 1993, were the result of certain book and tax filing differ- ences. These distributions do not represent a return of capital for federal income tax purposes. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- FIRST UNION VALUE PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B INVESTMENT SHARES ---------------------------------------------------------------------------------------------------- PERIOD ENDED ---------------------------------------------------------------------------------------------------- 12/31/93 12/31/92 12/31/91 12/31/90** 3/31/90 3/31/89 3/31/88 3/31/87 3/31/86 3/31/85*** - ------------------------ -------- -------- -------- ---------- ------- ------- ------- ------- ------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04 $10.00 - ------------------------ INCOME FROM INVESTMENT OPERATIONS - ------------------------ Net investment income 0.47 0.44 0.46 0.36 0.54 0.36 0.26 0.15 0.19 0.04 - ------------------------ Net realized and unrealized gain (loss) on investments 1.10 0.89 3.17 (0.44) 1.70 2.11 (1.30) 2.38 2.32 0.00 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total from investment operations 1.57 1.33 3.63 (0.08) 2.24 2.47 (1.04) 2.53 2.51 0.04 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ LESS DISTRIBUTIONS - ------------------------ Dividends to shareholders from net investment income (0.47) (0.43) (0.43) (0.36) (0.57) (0.38) (0.26) (0.13) (0.20) (0.00) - ------------------------ Distribution to shareholders from net realized gain on investments (0.58) (0.87) (0.73) (0.02) (1.00) (0.47) (0.53) (0.09) (0.00) (0.00) - ------------------------ Distributions in excess of net investment -- -- -- (0.05)(a) -- -- -- -- -- -- income ------ ------ ------ ------- ------ ------- ------ ------- ------ ------ - ------------------------ Total distributions (1.05) (1.30) (1.16) (0.43) (1.57) (0.85) (0.79) (0.22) (0.20) (0.00) - ------------------------ ------ ------ ------ ------ ------ ------- ------- ------ ------ ------ NET ASSET VALUE, END OF PERIOD $17.63 $17.11 $17.08 $14.61 $15.12 $14.45 $12.83 $14.66 $12.35 $10.04 - ------------------------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL RETURN* 9.31% 7.96% 25.11% (0.51)% 15.54% 19.73% (7.14)% 20.81% 25.29% (0.40%) - ------------------------ RATIOS TO AVERAGE NET ASSETS - ------------------------ Expenses 0.99% 1.01% 0.96% 1.39%(b) 1.55% 1.71% 1.74% 1.97% 2.00% 2.00%(b) - ------------------------ Net investment income 2.63% 2.57% 2.78% 3.28%(b) 3.42% 2.72% 1.92% 1.41% 2.34% 6.47%(b) - ------------------------ Expense waiver/ adjustment (d) -- 0.01% 0.09% -- -- -- -- -- -- -- - ------------------------ SUPPLEMENTAL DATA - ------------------------ Net assets, end of period $189,983 $169,310 $135,565 $104,637 $95,995 $83,121 $21,914 $23,221 $5,595 $100 - ------------------------ Portfolio turnover rate**** 46% 56% 69% 13% 11% 24% 16% 20% 20% 0% - ------------------------
(See notes on page 15.) (Continued) - ------------------------- FINANCIAL ------------------------- - ------------------------- HIGHLIGHTS ------------------------- (CONTINUED) FIRST UNION VALUE PORTFOLIO
CLASS C INVESTMENT SHARES ---------- PERIOD ENDED ---------- 12/31/93+ - ------------------------------- ---------- NET ASSET VALUE, BEGINNING OF PERIOD $17.24 - ------------------------------- INCOME FROM INVESTMENT OPERA- TIONS - ------------------------------- Net investment income 0.35 - ------------------------------- Net realized and unrealized gain (loss) on investments 1.01 - ------------------------------- ------ Total from investment operations 1.36 - ------------------------------- ------ LESS DISTRIBUTIONS - ------------------------------- Dividends to shareholders from net investment income (0.35) - ------------------------------- Distribution to shareholders from net realized gain on in- vestments (0.58) - ------------------------------- Distributions in excess of net investment income (0.04)(c) - ------------------------------- ------- Total distributions (0.97) - ------------------------------- ------ NET ASSET VALUE, END OF PERIOD $17.63 - ------------------------------- ------ TOTAL RETURN* 7.98% - ------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------- Expenses 1.48%(b) - ------------------------------- Net investment income 2.09%(b) - ------------------------------- Expense waiver/reimbursement (d) -- - ------------------------------- SUPPLEMENTAL DATA - ------------------------------- Net assets, end of period $59,953 - ------------------------------- Portfolio turnover rate**** 46% - -------------------------------
* Based on net asset value, which does not reflect the sales load or contin- gent deferred sales charge, if applicable. **For the nine months ended December 31, 1990. *** Reflects operations for the period from August 30, 1984 (commencement of operations) to March 31, 1985. **** Portfolio turnover rate for periods ending on or after March 31, 1986 include certain U.S. government obligations. + Reflects operations for the period from February 2, 1993 (commencement of operations) to December 31, 1993. (a) Distributions in excess of net investment income for the period ended De- cember 31, 1990, were a result of certain book and tax timing differ- ences. These distributions did not represent a return of capital for fed- eral income tax purposes for the year ended December 31, 1990. (b)Computed on an annualized basis. (c) Distributions in excess of net investment income for the period ended De- cember 31, 1993, were the result of certain book and tax timing differ- ences. These distributions do not represent a return of capital for fed- eral income tax purposes. (d) This voluntary expense decrease is reflected in both the expense and net investment income ratios shown above. FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE TRUST'S ANNUAL REPORT, DATED DECEMBER 31, 1993, WHICH CAN BE OBTAINED FREE OF CHARGE. - ------------------------- INVESTMENT ------------------------- OBJECTIVES - ------------------------- AND POLICIES ------------------------- First Union Equity and Income Funds provide a broad range of objectives and policies, intended to offer investment alternatives to a large group of investors with a wide range of investment objectives. The investment objectives and policies of each Fund are stated below. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. - ------------------------- FIRST UNION ------------------------- BALANCED - ------------------------- PORTFOLIO ------------------------- Objective: Long-term total return through capital appreciation, dividends, and interest income. Invests In: Common and preferred stocks for growth, bonds for stable income flows. Suitable for: Investors looking for long-term growth of income and capital from a portfolio of investment grade equity and fixed income investments. Key Benefit: Diversity of investments takes advantage of shifts in market conditions and relative attractiveness of different types of securities. DESCRIPTION OF THE FUND The Balanced Fund seeks long-term total return through capital appreciation, dividends, and interest income. The Fund invests primarily in a diversified portfolio of common and preferred stocks, U.S. government securities, high grade corporate bonds, and money market instruments. Common and preferred stocks are utilized for growth while bonds provide stable income flows. The portion of the Fund's total assets invested in common and preferred stocks will vary according to the Adviser's assessment of market and economic conditions and outlook. The asset mix of the Fund will normally range between 40-75% common and preferred stocks, 25-50% fixed income securities (including some convertible securities), and 0-25% money market instruments. Moderate shifts between types of assets are made in order to maximize returns or reduce risk. Over the long-term it is anticipated that the Fund's asset mix will average 60% in common and preferred stocks and 40% in bonds. TYPES OF INVESTMENTS The Fund invests in common, preferred and convertible preferred stocks and bonds of U.S. companies with at least $100 million in equity, listed on major stock exchanges or traded over-the-counter. The Fund looks at financial strength, earnings growth and price in relation to current earnings, dividends, and book value to identify growth opportunities. The Fund may also invest in American Depositary Receipts ("ADRs") of foreign companies traded on the New York or American Stock Exchanges or in the over- the-counter market. The Fund will only invest in those bonds, including convertible bonds, which are rated A or higher by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P"), or which, if unrated, are considered to be of comparable quality by the Adviser. Bonds are selected based on the outlook for interest rates and their yield in relation to other bonds of similar quality and maturity. Bond maturities in the portfolio average less than twenty years. The Fund also invests in securities which are either issued or guaranteed by the U.S. government, its agencies, or instrumentalities. These types of securities include: direct obligations of the U.S. Treasury such as U.S. Treasury bills, notes and bonds; and notes, bonds, and discount notes of U.S. government agencies or instrumentalities such as Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Banks for Cooperatives, Federal Farm Credit Banks, Tennessee Valley Authority, Export-Import Bank of the United States, Commodity Credit Corporation, Federal Financing Bank, Student Loan Marketing Association, Federal Home Loan Mortgage Corporation, or National Credit Union Administration. Some U.S. government agency obligations are backed by the full faith and credit of the U.S. Treasury. Others in which the Fund may invest are supported by: the issuer's right to borrow an amount limited to a specific line of credit from the U.S. Treasury; discretionary authority of the U.S. government to purchase certain obligations of an agency or instrumentality; or the credit of the agency or instrumentality. The Fund may invest short-term in money market instruments; securities issued and/or guaranteed by the U.S. government, its agencies, or instrumentalities; and repurchase agreements collateralized by eligible investments. - ------------------------- FIRST UNION ------------------------- FIXED INCOME - ------------------------- PORTFOLIO ------------------------- Objective: High level of current income with capital growth as a secondary objective. Invests in: A broad range of investment grade debt securities. Suitable for: Conservative investors who want attractive income. Key Benefit: Investors can participate in a broad portfolio of fixed income securities rather than purchasing a single issue. DESCRIPTION OF THE FUND The Fixed Income Fund seeks to provide a high level of current income by investing primarily in a broad range of investment grade debt securities. Capital growth is a secondary objective. The Fund will normally invest at least 80% of its assets in debt securities. At least 65% of the value of the portfolio will be invested in fixed income securities. TYPES OF INVESTMENTS The Fund will only invest its assets in securities rated A or higher by Moody's or S&P, or which, if unrated, are considered to be of comparable quality by the Adviser. Debt securities may include fixed, adjustable rate or stripped bonds, debentures, notes, U.S. government securities, and debt securities convertible into, or exchangeable for, preferred or common stock. Stated final maturity for these securities may range up to 30 years. The duration of the securities will not exceed ten years. The Fund intends to maintain a dollar-weighted average maturity of five years or less. Market-expected average life will be used for certain types of issues in computing the average maturity. In normal market conditions the Fund may invest up to 20% of its assets in money market instruments consisting of: (1) high grade commercial paper, including master demand notes; (2) obligations of banks or savings and loan associations having at least $1 billion in deposits, including certificates of deposit and bankers' acceptances; (3) A-rated or better corporate obligations; (4) obligations issued or guaranteed by the U.S. government or by any agency or instrumentality of the U.S. government, as described under the caption "First Union Balanced Portfolio--Types of Investments"; and (5) repurchase agreements collateralized by any security listed above. The Fund may also invest up to 20% of its assets in foreign securities (either foreign or U.S. securities traded in foreign markets) in order to provide further diversification. The Fund may also invest in preferred stock; units which are debt securities with stock or warrants attached; and obligations denominated in foreign currencies. In making these decisions, the Adviser will consider such factors as the condition and growth potential of various economies and securities markets, currency and taxation considerations and other pertinent financial, social, national and political factors. (See "Other Investment Policies" and "Foreign Investments".) The Fund may elect to use options and financial futures for hedging purposes as described in "Other Investment Policies--Options and Futures" and in the Fund's Statement of Additional Information. The Fund may also elect to use currency exchange contracts to manage exchange rate risk in order to stabilize the U.S. dollar value of a security that it has agreed to buy or sell. The Fund will not invest in securities judged to be speculative or of poor quality. TEMPORARY INVESTMENTS For temporary defensive purposes, the Fund may invest up to 100% of its assets in the money market instruments listed above. FIRST UNION - ------------------------- HIGH GRADE TAX FREE ------------------------- - ------------------------- PORTFOLIO ------------------------- (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) Objective: High level of federally tax free income that is consistent with preservation of capital. Invests in: Insured municipal bonds. Suitable for: Investors seeking high tax-free monthly income and greater liquidity. Key Benefit: Greater diversification and liquidity than purchasing municipal bonds directly. Pays monthly dividends for those who need current income. DESCRIPTION OF THE FUND The High Grade Tax Free Fund seeks a high level of federally tax free income that is consistent with preservation of capital. The Fund pursues this objective by investing primarily in a portfolio of insured municipal bonds. At least 65% of the value of its total assets will be invested in insured obligations. The insurance guarantees the timely payment of principal and interest but not the value of the municipal bonds or shares of the Fund. As a matter of investment policy, which cannot be changed without the approval of shareholders, the Fund will normally invest its assets so that at least 80% of its annual interest income is exempt from federal income taxes (including the alternative minimum tax). The interest income retains its tax free status when distributed to the Fund's shareholders. TYPES OF INVESTMENTS Municipal bonds are the primary investment of the Fund. Municipal bonds are debt obligations issued by or on behalf of states, territories, and possessions of the United States, including the District of Columbia, and their political subdivisions, agencies, and instrumentalities, the interest from which is exempt from federal income tax. It is likely that shareholders who are subject to the alternative minimum tax will be required to include interest from a portion of the municipal securities owned by the Fund in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The municipal bonds in which the Fund may invest are subject to the following quality standards: rated A or better by Moody's or S&P, or, if unrated, determined by the Adviser to be of comparable quality to such rated bonds; or, insured by a municipal bond insurance company which is rated Aaa by Moody's or AAA by S&P. A description of the rating categories is contained in the Appendix of the Fund's Statement of Additional Information. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, the Fund may temporarily invest in short-term tax exempt or taxable investments. These temporary investments include: notes issued by or on behalf of municipal or corporate issuers; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; other debt securities; commercial paper; bank certificates of deposit; and repurchase agreements. There are no rating requirements applicable to temporary investments. However, the Adviser will limit temporary investments to those it considers to be of comparable quality to the acceptable investments of the Fund. Although the Fund is permitted to make taxable, temporary investments, there is no current intention of generating income subject to federal income tax. The Fund may also purchase investments having variable rates of interest. One example is variable amount demand master notes. These notes represent a borrowing arrangement between a commercial paper issuer (borrower) and an institutional lender such as the Fund (lender) and are payable upon demand. The underlying amount of the loan may vary during the course of the contract, as may the interest on the outstanding amount, depending on a stated short-term interest rate index. MUNICIPAL BONDS Municipal bonds are debt obligations issued by a state or local entity. The funds raised may support a government's general financial needs or special projects, such as housing projects or sewer works. The two principal classifications of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the issuer's pledge of its full faith and credit and taxing power for the payment of principal and interest. Revenue bonds are paid off only with the revenue generated by the project financed by the bonds or other specified sources of revenue. For example, in the case of a bridge project, proceeds from the tolls would go directly to retiring the bond issue. Thus, unlike general obligation bonds, revenue bonds do not represent a pledge of credit or create any debt of or charge against the general revenues of a municipality or public authority. The Fund may invest more than 25% of its total assets in industrial development bonds as long as they are not from the same facility or similar types of facilities. RISK FACTORS Bond yields are dependent on several factors, including market conditions, the size of an offering, the maturity of the bond, ratings of the bond and the ability of issuers to meet their obligations. The purpose of municipal bond insurance is to guarantee the timely payment of principal at maturity and interest. MUNICIPAL BOND INSURANCE At least 65% of the Fund's total assets will be invested in municipal securities which are insured for timely payment of principal at maturity and interest. The Fund will require insurance when purchasing municipal securities which would not otherwise meet the Fund's quality standards. The Fund may also require insurance when, in the opinion of the Adviser, such insurance would benefit the Fund, for example, through improvement of portfolio quality or increased liquidity of certain securities. Securities in the portfolio may be insured in one of two ways: (1) by a policy applicable to a specific security, obtained by the issuer of the security or by a third party ("Issuer-Obtained Insurance") or (2) under master insurance policies issued by municipal bond insurers, purchased by the Fund (the "Policies"). If a security's coverage is Issuer-Obtained, then that security does not need to be covered in the Policies. The Fund may purchase Policies from Municipal Bond Investors Assurance Corp., AMBAC Indemnity Corporation, and Financial Guaranty Insurance Company, or any other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. A more detailed description of these insurers may be found in the Fund's Statement of Additional Information. Annual premiums for these Policies are paid by the Fund and are estimated to range from 0.10% to 0.25% of the value of the municipal securities covered under the Policies, with an average annual premium rate of approximately 0.175%. While the insurance feature reduces financial risk, the cost thereof and the restrictions on investments imposed by the guidelines in the insurance policies reduce the yield to shareholders. FIRST UNION - ------------------------- U.S. GOVERNMENT ------------------------- - ------------------------- PORTFOLIO ------------------------- Objective: High level of current income consistent with stability of principal. Invests in: Debt instruments issued or guaranteed by the U.S. government, its agencies, or instrumentalities. Suitable for: Conservative investors seeking high current yields plus relative safety. Key Benefit: Active management of a blend of securities and maturities to maximize the opportunities and minimize the risks created by changing interest rates. DESCRIPTION OF THE FUND The U.S. Government Fund seeks a high level of current income consistent with stability of principal. The Fund seeks to achieve this objective by investing primarily in debt instruments issued or guaranteed by the U.S. government, its agencies or instrumentalities ("U.S. government securities"). As a matter of policy, the Fund will invest at least 65% of the value of its total assets in such U.S. government securities. TYPES OF INVESTMENTS The Fund may invest in: U.S. government securities. These include: (1) securities which are backed by the full faith and credit of the U.S. government (for example, U.S. Treasury bills, notes, and bonds); (2) obligations issued or guaranteed by U.S. government agencies and instrumentalities, which are supported by any of the following: (a) the full faith and credit of the U.S. government (such as participation certificates guaranteed by Government National Mortgage Association or Federal Housing Administration debentures), (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. government (for example, obligations of Federal Home Loan Banks); (c) discretionary authority of the U.S. government to purchase the issuer's obligations (for example, obligations of the Federal National Mortgage Association); (d) the credit of the instrumentality or agency issuing the obligations (for example, obligations of the Tennessee Valley Authority, the Bank for Cooperatives and the Federal Home Loan Mortgage Corporation); Securities representing ownership interest in mortgage pools ("mortgage- backed securities"). The yield and maturity characteristics of these securities correspond to those of the underlying mortgages, with interest and principal payments (including prepayments, i.e. paying remaining principal before the mortgage's scheduled maturity) passed through to the holder of the mortgage-backed securities. The yield and price of mortgage- backed securities will be affected by prepayments which substantially shorten effective maturities. Thus, during periods of declining interest rates, prepayments may be expected to increase, requiring the Fund to reinvest the proceeds at lower interest rates, making it difficult to effectively lock in high interest rates. Conversely, mortgage-backed securities may experience less pronounced declines in value during periods of rising interest rates; Securities representing ownership interests in a pool of assets ("asset- backed securities"), for which automobile and credit card receivables are the most common collateral. Because much of the underlying collateral is unsecured, asset-backed securities are structured to include additional collateral and/or additional credit support to protect against default. The Adviser evaluates the strength of each particular issue of asset-backed security, taking into account the structure of the issue and its credit support. (See "Risk Characteristics of Asset-Backed Securities"); Collateralized mortgage obligations ("CMOs") issued by single-purpose, stand-alone entities. A CMO is a mortgage-backed security that manages the risk of repayment by separating mortgage pools into short, medium and long- term portions. These portions are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. Similarly, as prepayments are made, the portion of CMO first to mature will be retired prior to its maturity, thus having the same effect as the prepayment of mortgages underlying a mortgage-backed security. The Fund will invest only in CMOs which are rated AAA by a nationally recognized statistical rating organization and which may be: (a) collateralized by pools of mortgages in which each mortgage is guaranteed as to payment of principal and interest by an agency or instrumentality of the U.S. government; (b) collateralized by pools of mortgages in which payment of principal and interest is guaranteed by the issuer and such guarantee is collateralized by U.S. government securities; or (c) securities in which the proceeds of the issuance are invested in mortgage securities and payment of the principal and interest are supported by the credit of an agency or instrumentality of the U.S. government; Commercial paper which matures in 270 days or less so long as at least two of its ratings are high quality ratings by nationally recognized statistical rating organizations. Such ratings would include: A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody's, or F-1 or F-2 by Fitch Investors Service; Bonds and other debt securities rated Baa or higher by Moody's or BBB or higher by S&P, or which, if unrated, are considered to be of comparable quality by the Adviser; Securities of other investment companies; and Repurchase agreements collateralized by eligible investments. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, the Fund may temporarily invest in cash and cash items including such short-term obligations as: commercial paper; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; and repurchase agreements collateralized by eligible investments. FIRST UNION - ------------------------- UTILITY ------------------------- - ------------------------- PORTFOLIO ------------------------- Objective: High current income and moderate capital appreciation. Invests in: Equity and debt securities of utility companies. Suitable for: Investors seeking current income and long-term growth of income through equity and fixed income investments in utility companies. Key Benefit: Diversity through historically reliable cash flows on securities that typically hold their value through various market conditions. DESCRIPTION OF THE FUND The Utility Fund seeks high current income and moderate capital appreciation. The Fund invests primarily in a diversified portfolio of equity and debt securities of utility companies that produce, transmit or distribute gas or electrical energy, as well as those companies that provide communications facilities, such as telephone and telegraph companies. As a matter of investment policy, the Fund will invest at least 65% of the value of its total assets in securities of utility companies. In addition, the Fund can invest up to 35% of its assets in common stock of non utility companies. TYPES OF INVESTMENTS The Fund may invest in: common and preferred stocks, bonds and convertible preferred stocks of utility companies selected by the Adviser on the basis of traditional research techniques, including assessment of earnings and dividend growth prospects and of the risk and volatility of the individual company's industry. However, other factors, such as product position, market share, or profitability may also be considered by the Adviser. The Fund will only invest its assets in debt securities rated Baa or higher by Moody's or BBB or higher by S&P, or which, if unrated, are considered to be of comparable quality by the Adviser; securities either issued or guaranteed by the U.S. government, its agencies, or instrumentalities. These types of securities include: direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes and bonds, and notes, bonds, and discount notes of U.S. government agencies or instrumentalities; commercial paper, including master demand notes; foreign securities (either foreign or U.S. securities traded in foreign markets). The Fund may also invest in obligations denominated in foreign currencies. In making these decisions, the Adviser will consider such factors as the condition and growth potential of various economies and securities markets, currency and taxation considerations and other pertinent financial, social, national and political factors. (See "Other Investment Policies" and " Foreign Investments."); ADRs of foreign companies traded on the New York or American Stock Exchanges or in the over-the-counter market; obligations, including certificates of deposit and bankers' acceptances, of banks or savings and loan associations having at least $1 billion in deposits and insured by the BIF or the SAIF, including U.S. branches of foreign banks and foreign branches of U.S. banks; securities of other investment companies, and repurchase agreements collateralized by government securities. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. RISK FACTORS In view of the Fund's investment concentration, investors should be aware of certain risks associated with the utility industry in general. These include difficulties in earning adequate returns on investments despite frequent rate increases, restrictions on operations and increased costs and delays due to governmental regulations, building or construction delays, environmental regulations, difficulty of the capital markets in absorbing utility debt and equity securities, and difficulties in obtaining fuel at reasonable prices. The Adviser believes that the risks of investing in utility securities can be reduced. The professional portfolio management techniques used by the Adviser to attempt to reduce these risks include credit research. The Adviser will perform its own credit analysis, in addition to using recognized rating agencies and other sources, including discussions with an issuer's management, the judgment of other investment analysts, and its own informed judgment. The Adviser's credit analysis will consider an issuer's financial soundness, its responsiveness to changes in interest rates and business conditions, and its anticipated cash flow, interest or dividend coverage, and earnings. In evaluating an issuer, the Adviser places special emphasis on the estimated current value of the issuer's assets rather than historical costs. Bond prices move inversely to interest rates, i.e. as interest rates decline, the values of the bonds increase and vice versa. The longer the maturity of a bond, the greater the exposure to market price fluctuations. The same market factors are reflected in the share price or net asset value of bond funds which will vary with interest rates. There is no limit on the maturity of the fixed income securities purchased by the Fund. - ------------------------- FIRST UNION ------------------------- - ------------------------- VALUE PORTFOLIO ------------------------- Objective: Long-term capital growth with current income as a secondary objective. Invests in: Equity securities of U.S. companies with prospects for growth in earnings and dividends. Suitable for: Long-term investors seeking capital appreciation with some income. Key Benefit:Allows accumulation of assets over the long-term through capital appreciation of equity investments and reinvestment of dividends. DESCRIPTION OF THE FUND The Value Fund seeks long-term capital growth with current income as a secondary objective. The Fund normally invests at least 75% of its assets in equity securities of U.S. companies with prospects for growth in earnings and dividends. TYPES OF INVESTMENTS The Fund primarily invests in: common and preferred stocks, bonds and convertible preferred stock of U.S. companies with at least $100 million in equity, listed on the New York or American Stock Exchanges or traded in over-the-counter markets. The Adviser looks for industries and companies which have potential primarily for capital growth and secondarily for income; ADRs of foreign companies traded on the New York or American Stock Exchanges or in the over-the-counter market; convertible bonds rated at least BBB by S&P or at least Baa by Moody's, or, if not rated, determined to be of comparable quality by the Adviser; money market instruments; fixed rate notes and bonds and adjustable and variable rate notes of companies whose common stock the Fund may acquire (for up to 5% of its net assets); zero coupon bonds issued or guaranteed by the U.S. government, its agencies or instrumentalities (for up to 5% of its net assets); obligations, including certificates of deposit and bankers' acceptances, of banks or savings and loan associations having at least $1 billion in deposits and insured by the BIF or the SAIF, including U.S. branches of foreign banks and foreign branches of U.S. banks; prime commercial paper including master demand notes; and repurchase agreements collateralized by eligible investments. Bonds rated BBB by S&P or Baa by Moody's have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. - ------------------------- OTHER INVESTMENT ------------------------- - ------------------------- POLICIES ------------------------- The Funds have adopted the following practices for specific types of investments. DOWNGRADES If any security invested in by any of the Funds loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security (usually U.S. government securities) for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. As a matter of fundamental investment policy which cannot be changed without shareholder approval, the Funds will not lend any of their assets except portfolio securities up to 5% (in the case of the Balanced and Value Funds), 15% (in the case of the Fixed Income, High Grade Tax Free, and Utility Funds) or one-third (in the case of the U.S. Government Fund) of the value of their total assets. FOREIGN INVESTMENTS The Balanced, Fixed Income, Utility and Value Funds may invest in foreign securities or securities denominated in or indexed to foreign currencies. In addition, the Fixed Income Fund may invest in foreign currencies. These may involve additional risks. Specifically, they may be affected by the strength of foreign currencies relative to the U.S. dollar, or by political or economic developments in foreign countries. Accounting procedures and government supervision may be less stringent than those applicable to U.S. companies. There may be less publicly available information about a foreign company than about a U.S. company. Foreign markets may be less liquid or more volatile than U.S. markets and may offer less protection to investors. It may also be more difficult to enforce contractual obligations abroad than would be the case in the United States because of differences in the legal systems. Foreign securities may be subject to foreign taxes, which may reduce yield, and may be less marketable than comparable U.S. securities. All these factors are considered by the Adviser before making any of these types of investments. RISK CHARACTERISTICS OF ASSET-BACKED SECURITIES The U.S. Government Fund may invest in asset-backed securities. Asset-backed securities are created by the grouping of certain governmental, government- related and private loans, receivables and other lender assets into pools. Interests in these pools are sold as individual securities. Payments from the asset pools may be divided into several different tranches of debt securities, with some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating. Because the loans held in the asset pool often may be prepaid without penalty or premium, asset-backed securities are generally subject to higher prepayment risks than most other types of debt instruments. Prepayment risks on mortgage securities tend to increase during periods of declining mortgage interest rates, because many borrowers refinance their mortgages to take advantage of the more favorable rates. Depending upon market conditions, the yield that the U.S. Government Fund receives from the reinvestment of such prepayments, or any scheduled principal payments, may be lower than the yield on the original mortgage security. As a consequence, mortgage securities may be a less effective means of "locking in" interest rates than other types of debt securities having the same stated maturity and may also have less potential for capital appreciation. For certain types of asset pools, such as collateralized mortgage obligations, prepayments may be allocated to one tranche of securities ahead of other tranches, in order to reduce the risk of prepayment for the other tranches. Prepayments may result in a capital loss to the U.S. Government Fund to the extent that the prepaid mortgage securities were purchased at a market premium over their stated amount. Conversely, the prepayment of mortgage securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the U.S. Government Fund which would be taxed as ordinary income when distributed to the shareholders. The credit characteristics of asset-backed securities also differ in a number of respects from those of traditional debt securities. The credit quality of most asset-backed securities depends primarily upon the credit quality of the assets underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such securities. OPTIONS AND FUTURES All of the Funds, with the exception of the High Grade Tax Free Fund, may engage in options and futures transactions. Options and futures transactions are intended to enable a Fund to manage market, interest rate or exchange rate risk. The Funds do not use these transactions for speculation or leverage. Options and futures may be volatile investments and involve certain risks which might result in lowering the Funds' returns. The three principal areas of risk include: (1) lack of a liquid secondary market for a futures or option contract when the Fund wants to close out its position; (2) imperfect correlation of changes in the prices of futures or options contracts with the prices of the securities in the Fund's portfolio; and (3) incorrect forecasts by the Adviser of interest rates, market values or other economic factors. In these events, the Fund may lose money on the futures contract or option. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES Each Fund may invest in the securities of other investment companies that have investment objectives and policies similar to its own. This is a short-term measure to invest cash which has not yet been invested in other portfolio instruments and is subject to the following limitations: (1) no Fund will own more than 3% of the total outstanding voting stock of any one investment company, (2) no Fund may invest more than 5% of its total assets in any one investment company and (3) no Fund may invest more than 10% of its total assets in investment companies in general. The Adviser will waive its investment advisory fee on assets invested in securities of other open end investment companies. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money directly or through reverse repurchase agreements or pledge securities, except under certain circumstances, a Fund may borrow up to one-third of the value of its total assets and pledge up to 10% (in the case of Value Fund), 15% (in the case of the Balanced, Fixed Income, High Grade Tax Free, and Utility Funds), or one-third (in the case of U.S. Government Fund) of the value of those assets to secure such borrowings. RESTRICTED AND ILLIQUID SECURITIES The Funds may invest up to 10% of their net assets in securities which are subject to restrictions on resale under federal securities law. In the case of the Fixed Income and U.S. Government Funds, this restriction is not applicable to commercial paper issued under Section 4(2) of the Securities Act of 1933. Balanced, Fixed Income, High Grade Tax Free, and Value Funds may invest up to 10% of their net assets in illiquid securities. U.S. Government and Utility Funds may invest up to 15% of their net assets in illiquid securities. With respect to the Balanced, Fixed Income, U.S. Government, and Utility Funds, illiquid securities include certain restricted securities not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice. With respect to the High Grade Tax Free and Value Funds, illiquid securities include repurchase agreements providing for settlement in more than seven days after notice and certain restricted securities. DIVERSIFICATION With respect to 75% of the value of its total assets, no Fund may invest more than 5% of its total assets in securities of one issuer (except cash or cash items, repurchase agreements collateralized by U.S. government securities and U.S. government obligations) or own more than 10% of the outstanding voting securities of one issuer. CONCENTRATION OF INVESTMENTS The Utility Fund will not purchase any security of any issuer if, as a result, more than 25% of its total assets would be invested in any one industry other than the utilities industry, except that the Fund may invest more than 25% of the value of its total assets in securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities. SELLING SHORT The Balanced Fund will not make short sales of securities, except in certain limited circumstances. Certain of the Funds have adopted the following limitations, which may be changed by the Trustees without shareholder approval. NEW ISSUERS The Balanced Fund will not invest more than 5% of the value of its total assets in securities of issuers (or guarantors, where applicable) which have records of less than three years of continuous operations, including the operation of any predecessor. "NON-ACTIVE" SECURITIES The Fixed Income, High Grade Tax Free, and Value Funds will not invest more than 10% of their net assets in securities for which an active and substantial market does not exist, along with investments in illiquid securities, restricted securities, securities for which market quotations are not readily available, and repurchase agreements maturing in more than seven days. WARRANTS The Balanced, Fixed Income, High Grade Tax Free, and Value Funds may not invest more than 5% of their net assets in warrants. No more than 2% of this 5% may be in warrants which are not listed on the New York or American Stock Exchanges. - ------------------------- SHAREHOLDER GUIDE ------------------------- - ------------------------- ------------------------- CLASSES OF INVESTMENT SHARES You may select a method of purchasing Shares which is most beneficial to you by choosing either Class B Shares or Class C Shares. Your decision will be based on the amount of your intended purchase and how long you expect to hold the Shares. Each Fund offers two types of Investment Shares: Class B Shares and Class C Shares. Each Share of the Fund represents an identical interest in the investment portfolio of the Fund and has the same rights. The difference between Class B Shares and Class C Shares is based on purchasing arrangements and distribution expenses. Class B Shares have a sales charge included at the time of purchase and are subject to a lower Rule 12b-1 distribution fee. This means that investors can purchase fewer Class B Shares for the same initial investment than Class C Shares due to the initial sales charge, but will receive higher dividends per Share due to the lower distribution expenses. Class C Shares impose a contingent deferred sales charge ("CDSC") on most redemptions made within six years of purchase and have higher distribution costs resulting from greater Rule 12b-1 distribution fees. This means that investors may purchase more Class C Shares than Class B Shares for the same initial investment, but will receive lower dividends per Share. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated Rule 12b-1 fee and the CDSC on Class C Shares would be less than the initial sales charge and accumulated Rule 12b-1 fee on Class B Shares purchased at the same time. Investors must also consider how that differential would be offset by the higher yield of Class B Shares. SHARE PRICE CALCULATION The net asset value of a Fund Share equals the market value of all the Fund's portfolio securities divided by the total Shares outstanding. It is also the bid price. The offering price is quoted after adding a sales charge to the net asset value. Purchases, redemptions, and exchanges are all based on net asset value. (The purchase price of Class B Shares adds an applicable sales charge, and the redemption proceeds of Class C Shares deduct an applicable CDSC.) The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares of a Fund may differ slightly from that of Class B Shares and Class C Shares of the same Fund due to the variability in daily net income resulting from different distribution charges for each class of shares. The net asset value for each Fund will fluctuate for all three classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return, yield or tax equivalent yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Class B Shares and Class C Shares. It is generally reported using total return, yield and tax equivalent yield (for the High Grade Tax Free Fund). Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Class B Shares and Class C Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. The High Grade Tax Free Fund may advertise the tax equivalent yield, which is calculated like the yield described above, except that for any given tax bracket, net investment income will be calculated as the sum of any taxable income and the tax exempt income divided by the difference between 1 and the federal tax rates for taxpayers in that tax bracket. The yield and tax equivalent yield do not necessarily reflect income actually earned by Class B Shares and Class C Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Performance information for the Class B Shares and Class C Shares reflects the effect of a sales charge which, if excluded, would increase the total return, yield, and tax equivalent yield. Total return, yield, and tax equivalent yield will be calculated separately for Class B Shares, Class C Shares, and Trust Shares of a Fund. Because Class B Shares and Class C Shares are subject to 12b-1 fees, the yield and tax equivalent yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares are subject to similar non-recurring charges, such as the CDSC, which, if excluded, would increase the total return for Class C Shares. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------- HOW TO BUY ------------------------- - ------------------------- SHARES ------------------------- Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (in the case of Class B Shares), or (ii) on a contingent deferred basis (in the case of Class C Shares). MINIMUM INVESTMENT You may invest as often as you want in any of the Funds. There is a $1,000 minimum initial investment requirement which may be waived in certain situations. For further information, please contact the Mutual Funds Group of First Union Brokerage Services ("FUBS"), a subsidiary of First Union, at 1-800- 326-3241. Subsequent investments may be in any amounts. WHAT SHARES COST Class B Shares are sold at their net asset value plus a sales charge as follows:
SALES CHARGE AS SALES CHARGE AS A A PERCENTAGE OF PERCENTAGE OF NET AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE AMOUNT INVESTED --------------------- --------------------- ----------------- $ 0-$ 99,999 4.00% 4.17% $ 100,000-$ 249,999 3.50% 3.63% $ 250,000-$ 499,999 2.50% 2.56% $ 500,000-$ 749,999 1.50% 1.52% $ 750,000-$ 999,999 1.00% 1.01% $1,000,000-$2,499,999 0.50% 0.50% $2,500,000+ 0.25% 0.25%
Shareholders of record in any First Union Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. (the "distributor" or "FSC") and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Sales charges may be reduced in some cases. You may be entitled to a reduction if: (1) you make a single large purchase, (2) you, your spouse and/or children (under 21 years) make Fund purchases on the same day, (3) you make an additional purchase to add to an existing account, (4) you sign a letter of intent indicating your intention to purchase at least $100,000 of Shares over the next 13 months, (5) you reinvest in a Fund within 30 days of redemption, or (6) you combine purchases of two or more First Union Funds which include front- end sales charges. In all of these cases, you must notify the distributor of your intentions in writing in order to qualify for a sales charge reduction. For more information, consult the Funds' Statements of Additional Information or the distributor. Class C Shares are sold at net asset value per Share without the imposition of a sales charge at the time of purchase. Shares redeemed within six years of their purchase will be subject to a CDSC according to the following schedule:
YEAR OF REDEMPTION CONTINGENT DEFERRED AFTER PURCHASE SALES CHARGE ------------------ ------------------- First 4.0% Second 3.0% Third 2.5% Fourth 2.0% Fifth 1.5% Sixth 0.5% Seventh None
No CDSC will be imposed on: (1) the portion of redemption proceeds attributable to increases in the value of the account due to increases in the net asset value per Share, (2) Shares acquired through reinvestment of dividends and capital gains, (3) Shares held for more than six years after the end of the calendar month of acquisition, (4) accounts following the death or disability of a shareholder, or (5) minimum required distributions to a shareholder over the age of 70 1/2 from an IRA or other retirement plan. CONVERSION FEATURE Class C Shares include all Shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending seven years after the end of the month in which the shareholder's order to purchase Class C Shares was accepted. At the end of this seven year period, Class C Shares may automatically convert to Class B Shares, in which case the Shares will no longer be subject to the higher Rule 12b-1 distribution fee which is assessed on Class C Shares. Such conversion will be on the basis of the relative net asset values of the two classes, without the imposition of any sales load, fee or other charge. The purpose of the conversion feature is to relieve the holders of the Class C Shares that have been outstanding for a period of time sufficient for the distributor to have been compensated for distribution expenses related to the Class C Shares from most of the burden of such distribution-related expenses. For purposes of conversion to Class B Shares, Class C Shares purchased through the reinvestment of dividends and distributions paid on Class C Shares in a shareholder's Fund acount will be considered to be held in a separate sub- account. Each time any Class C Shares in the shareholder's Fund account (other than those in the sub-account) convert to Class B Shares, an equal pro rata portion of the Class C Shares in the sub-account will also convert to Class B Shares. The availability of the conversion feature is subject to the granting of an exemptive order (the "Order") by the Securities and Exchange Commission (the "SEC") or the adoption of a rule permitting such conversion. In the event that the Order or rule ultimately issued by the SEC requires any conditions additional to those described in this prospectus, shareholders will be notified. BY TELEPHONE OR IN PERSON You may purchase Class B Shares and Class C Shares by telephone from the Mutual Funds Group of FUBS at 1-800-326-3241 or you may place the order in person at any First Union branch location. Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. All purchase orders received prior to 4:00 p.m. (Eastern time) on a regular business day are processed at that day's offering price. Payment is required within five business days. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, State Street Bank and Trust Company of Boston, Massachusetts ("State Street Bank") maintains a Share account for each shareholder of record. Share certificates are not issued. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. DEALER CONCESSION For sales of Shares of the Funds, a dealer will normally receive up to 85% of the applicable sales charge. Any portion of the sales charge which is not paid to a dealer will be retained by the distributor. However, the distributor, in its sole discretion, may uniformly offer to pay to all dealers selling Shares of the Funds, all or a portion of the sales charge it normally retains. If accepted by the dealer, such additional payments will be predicated upon the amount of Fund Shares sold. The sales charge for Shares sold other than through registered broker/dealers will be retained by FSC. FSC may pay fees to banks out of the sales charge in exchange for sales and/or administrative services performed on behalf of the bank's customers in connection with the initiation of customer accounts and purchases of Shares. HOW TO CONVERT YOUR INVESTMENT - ------------------------- FROM ONE ------------------------- - ------------------------- FIRST UNION ------------------------- FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Class B Shares of one First Union Fund for Class B Shares of any other First Union Fund, or Class C Shares of one First Union Fund for Class C Shares of any other First Union Fund by calling toll free 1-800-326-3241 or by writing to FUBS. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their offering price determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the close of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. The exchange of Class C Shares will not be subject to a CDSC. However, if the shareholder redeems Class C Shares within six years of the original purchase, a CDSC will be imposed. For purposes of computing the CDSC, the length of time the shareholder has owned Class C Shares will be measured from the date of original purchase and will not be affected by the exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------- HOW TO ------------------------- - ------------------------- REDEEM SHARES ------------------------- Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less, in the case of Class C Shares, any applicable CDSC. You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-3241, (2) by written request to FUBS or State Street Bank, or (3) in person at First Union. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record, normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. ADDITIONAL - ------------------------- SHAREHOLDER ------------------------- - ------------------------- SERVICES ------------------------- TELEPHONE SERVICES You may authorize electronic transfers of money to purchase Shares in any amount or to redeem any or all Shares in an account. The service may be used like an "electronic check" to move money between a bank account and an account in the Fund with a single telephone call. SYSTEMATIC INVESTMENT PLAN You may arrange for systematic monthly or quarterly investments in your account in amounts of $25 or more by directly debiting your bank account. TAX SHELTERED PLANS You may open a pension and profit sharing account in any First Union Fund (except those Funds having an objective of providing tax free income), including Individual Retirement Accounts ("IRAs"), Rollover IRAs, Keogh Plans, Corporate Profit-Sharing, Pension and Salary-Reduction Plans. For details, including fees and application forms, call First Union toll free at 1-800-669- 2136 or write to First Union National Bank of North Carolina, Retirement Services, 301 South College Street, Charlotte, NC 28288-1169. SYSTEMATIC WITHDRAWAL PLAN If you are a shareholder with an account valued at $10,000 or more, you may have amounts of $100 or more sent from your account to you on a regular monthly or quarterly basis. MANAGEMENT - ------------------------- OF ------------------------- - ------------------------- FIRST UNION FUNDS ------------------------- Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $70.8 billion in total consolidated assets as of December 31, 1993. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $43.0 billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. R. Dean Hawes is a Vice President of First Union National Bank of North Carolina, N.A., and is the Director of Employee Benefit Portfolio Management. Mr. Hawes joined First Union in 1981 after spending five years with Merrill Lynch, Pierce, Fenner, & Smith and Townsend Investments. Mr. Hawes has served as the portfolio manager of the Balanced Fund since its inception in January 1991. Thomas L. Ellis is a Vice President of First Union National Bank of North Carolina, N.A. Prior to joining First Union in 1985, Mr. Ellis had seventeen years of investment management and sales experience including eleven years marketing short and medium-term obligations to institutional investors, plus three years as head trader for First Boston Corporation. Mr. Ellis has managed the Fixed Income Fund since its inception in July 1988. Robert S. Drye is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye has served as a portfolio manager for several of the First Union Funds and for certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing specialist with First Union Brokerage Services, Inc. Mr. Drye has managed the High Grade Tax Free Fund since its inception in February 1992. Rollin C. Williams is a Vice President of First Union National Bank of North Carolina, N.A. and has over 24 years of investment management experience. Mr. Williams was the Head of Fixed Income Investments at Dominion Trust Company from 1988 until its acquisition by First Union Corporation. Mr. Williams has served as the portfolio manager for the U.S. Government Fund since its inception in December 1992. Malcolm M. Trevillian is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1986. During that time, he has served as a portfolio manager for various pension and profit-sharing accounts maintained with First Union. Mr. Trevillian has managed the Utility Fund since its inception in January 1994. William T. Davis, Jr. is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1986. Prior to that, Mr. Davis served as a securities analyst for Seibels Bruce (Insurance) Group. Mr. Davis has served as the portfolio manager of the Value Fund since March 1991. DISTRIBUTION OF INVESTMENT SHARES FSC, a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Each class of a Fund has adopted a separate plan for distribution of Shares permitted by Rule 12b-1 under the Investment Company Act of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule 12b-1 fee") at an annual rate of 0.75% of the average daily net asset value of the Fund to finance the sale of Shares. It is currently intended that annual Rule 12b-1 fees will be limited for the foreseeable future to payments to the distributor equal to 0.10% for Class B Shares of the Fixed Income Fund, 0.25% for Class B Shares of the Balanced, High Grade Tax Free, U.S. Government, Utility, and Value Funds, and 0.75% for Class C Shares of a Fund's average daily net asset value. The distributor may pay all or a portion of the Rule 12b-1 fee to compensate selected brokers and financial institutions for selling Shares or for administrative services rendered in connection with the Shares. The Funds make no payments in connection with the sale of Shares other than the Rule 12b-1 fees paid to its distributor. The distributor, however, may pay a sales commission to brokers (including FUBS) in connection with the sale of Class C Shares. Except as set forth in the next paragraph, the Funds do not pay for unreimbursed expenses of the distributor. Since the Funds' Plans are "compensation" type plans, however, future Rule 12b-1 fees may permit recovery of such amounts or may result in a profit to the distributor. The distributor may sell, assign or pledge its right to receive Rule 12b-1 fees and CDSCs to finance payments made to brokers (including FUBS) in connection with the sale of Class C Shares. First Union Corporation currently serves as principal lender in this financing program. Actual distribution expenses for Class C Shares at any given time may exceed the Rule 12b-1 fees and payments received pursuant to CDSCs. These unrecovered amounts, plus interest thereon, will be carried forward and paid from future Rule 12b-1 fees and payments received through CDSCs. If a Plan were terminated or not continued, the Funds would not be contractually obligated to pay for any expenses not previously reimbursed by the Funds or recovered through CDSCs. FSC, from time to time, may pay brokers additional sums of cash or promotional incentives based upon the amount of Shares sold. Such payments, if made, will be in addition to amounts paid under the Plans and will not be an expense of the Funds. FUND ADMINISTRATION Federated Administrative Services ("FAS"), a subsidiary of Federated Investors, provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank serves as custodian and transfer agent, providing dividend disbursement and other shareholder services for the Funds. Legal counsel to those Trustees who are not "interested persons" of the Trust, as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. - ------------------------- FEES AND EXPENSES ------------------------- - ------------------------- ------------------------- Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser receives an annual investment advisory fee equal to .50 of 1% of each of the Equity and Income Funds' average daily net assets. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
MAXIMUM AVERAGE AGGREGATE DAILY NET ADMINISTRATIVE FEE ASSETS OF THE TRUST ------------------- ----------------------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND INVESTMENT SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering the Fund and Shares of the Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class B Shares and Class C Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees, are allocated based upon the average daily net assets of each class of a Fund. SHAREHOLDER - ------------------------ RIGHTS AND ------------------------- - ------------------------ PRIVILEGES ------------------------- VOTING RIGHTS Each share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As of February 4, 1994, First Union National Bank, Charlotte, North Carolina, acting in various capacities for numerous accounts, was the owner of record of 501,994 shares (80.44%) of Utility Fund--Class B Investment Shares; 63,510,816 shares (98.9%) of Balanced Fund--Trust Shares; 35,104,402 shares (95.1%) of Fixed Income Fund--Trust Shares; 25,746,543 shares (96.0%) of Value Fund--Trust Shares; and 1,221,044 shares (81.5%) of U.S. Government Fund--Trust Shares, and therefore, may, for certain purposes, be deemed to control such Funds and be able to affect the outcome of certain matters presented for a vote of shareholders. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent, or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus, and the Statements of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------- DISTRIBUTIONS ------------------------- - ------------------------- AND TAXES ------------------------- Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared and paid quarterly for the Value and Balanced Funds; dividends are declared and paid monthly for the Fixed Income and Utility Funds; and dividends are declared daily and paid monthly for the High Grade Tax Free and U.S. Government Funds. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex-dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Fund or FUBS in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------- TAX INFORMATION ------------------------- - ------------------------- ------------------------- Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Except as set forth under "High Grade Tax Free Fund Additional Tax Information," all shareholders, unless otherwise exempt, are required to pay federal income tax on any dividends and other distributions, whether in shares or cash, for all the Funds. Detailed information concerning the status of dividend and capital gains distributions for federal income tax purposes is mailed to shareholders annually. Shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local tax laws. HIGH GRADE TAX FREE FUND ADDITIONAL TAX INFORMATION Shareholders of High Grade Tax Free Fund are not required to pay the federal regular income tax on any dividends received from the Fund that represent net interest on tax-exempt municipal bonds. However, under the Tax Reform Act of 1986, dividends representing net interest earned on some municipal bonds may be included in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The alternative minimum tax, up to 28% of alternative minimum taxable income for individuals and 20% for corporations, applies when it exceeds the regular tax for the taxable year. Alternative minimum taxable income is equal to the adjusted income of the taxpayer increased by certain "tax preference" items not included in regular taxable income and reduced by only a portion of the deductions allowed in the calculation of the regular tax. The Tax Reform Act of 1986 treats interest on certain "private activity" bonds issued after August 7, 1986, as a tax preference item. Unlike traditional governmental purpose municipal bonds, which finance roads, schools, libraries, prisons, and other public facilities, private activity bonds provide benefits to private parties. The Fund may purchase all types of municipal bonds, including "private activity" bonds. Thus, should the Fund purchase any such bonds, a portion of the Fund's dividends may be treated as a tax preference item. In addition, in the case of a corporate shareholder, dividends of the Fund which represent interest on municipal bonds may be subject to the 20% corporate alternative minimum tax because the dividends are included in a corporation's "adjusted current earnings." The corporate alternative minimum tax treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings" over the taxpayer's alternative minimum taxable income as a tax preference item. "Adjusted current earnings" is based upon the concept of a corporation's "earnings and profits." Since "earnings and profits" generally includes the full amount of any Fund dividend, and alternative minimum taxable income does not include the portion of the Fund's dividend attributable to municipal bonds which are not private activity bonds, the difference will be included in the calculation of the corporation's alternative minimum tax. Shareholders are urged to consult their own tax advisers to determine whether they are subject to alternative minimum tax or the corporate alternative minimum tax and, if so, the tax treatment of dividends paid by the Fund. Dividends of the Fund representing net interest income earned on some temporary investments and any realized net short-term gains are taxed as ordinary income. Distributions representing net long-term capital gains realized by the Fund, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. These tax consequences apply whether dividends are received in cash or as additional Shares. Information on the tax status of dividends and distributions is provided annually. - ------------------------ OTHER CLASSES ------------------------ - ------------------------ OF SHARES ------------------------ First Union Equity and Income Funds offer three classes of shares: Class B Shares and Class C Shares for individuals and other customers of First Union and Trust Shares for institutional investors. Trust Shares are sold to accounts for which First Union or other financial institutions act in a fiduciary or agency capacity at net asset value without a sales charge at a minimum investment of $1,000. Trust Shares are not sold pursuant to a Rule 12b-1 plan. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares and Class C Shares will be less than those payable to Trust Shares by the difference between distribution expenses borne by the shares of each respective class. [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] - ------------------------- ADDRESSES ------------------------- - ------------------------- ------------------------- - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Custodian, Transfer Agent, and Dividend Disbursing Agent State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- Federated Securities Corp., Distributor 331968 3031007 A-R (2/94) FIRST UNION VALUE PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Value Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-07 (9/94) FIRST UNION VALUE PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Value Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Types of Investments 1 When-Issued and Delayed Delivery Transactions 1 Lending of Portfolio Securities 2 Reverse Repurchase Agreements 2 Options Transactions 2 Futures Transactions 3 Portfolio Turnover 4 Investment Limitations 4 TRUST MANAGEMENT 6 - --------------------------------------------------------------- Officers and Trustees 6 Fund Ownership 7 Trustee Liability 7 INVESTMENT ADVISORY SERVICES 7 - --------------------------------------------------------------- Adviser to the Fund 7 Advisory Fees 7 BROKERAGE TRANSACTIONS 7 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 8 - --------------------------------------------------------------- PURCHASING SHARES 8 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 9 DETERMINING NET ASSET VALUE 10 - --------------------------------------------------------------- Determining Market Value of Securities 10 REDEEMING SHARES 10 - --------------------------------------------------------------- Redemption in Kind 10 TAX STATUS 11 - --------------------------------------------------------------- The Fund's Tax Status 11 Shareholders' Tax Status 11 TOTAL RETURN 11 - --------------------------------------------------------------- YIELD 11 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 12 - --------------------------------------------------------------- FINANCIAL STATEMENTS 12 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Value Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." In addition, the name of the Fund was changed from "The Salem Growth Portfolio" to "The Salem Value Portfolio" on December 19, 1991. Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's primary investment objective is long-term capital growth. Current income is a secondary objective. The Fund pursues these investment objectives by investing primarily in equity securities of companies with prospects for growth in earnings and dividends. The investment objectives cannot be changed without approval of shareholders. TYPES OF INVESTMENTS The Fund may invest in common stocks, preferred stocks, corporate bonds, debentures, notes, warrants, and put options on stocks. CORPORATE DEBT SECURITIES Corporate debt securities may bear fixed, fixed and contingent, or variable rates of interest. They may involve equity features such as conversion or exchange rights, warrants for the acquisition of common stock of the same or a different issuer, participations based on revenues, sales, or profits, or the purchase of common stock in a unit transaction (where corporate debt securities and common stock are offered as a unit). RESTRICTED SECURITIES The Fund expects that any restricted securities would be acquired either from institutional investors who originally acquired the securities in private placements or directly from the issuers of the securities in private placements. Restricted securities and securities that are not readily marketable may sell at a discount from the price they would bring if freely marketable. MONEY MARKET INSTRUMENTS The Fund may invest in the following money market instruments: instruments of domestic banks and savings and loans if they have capital, surplus, and undivided profits of over $100,000,000, or if the principal amount of the instrument is insured in full by the Bank Insurance Fund ("BIF"), or the Savings Association Insurance Fund ("SAIF"), both of which are administered by the Federal Deposit Insurance Corporation ("FDIC"); and prime commercial paper (rated A-1 by Standard & Poor's Corporation, or Prime-1 by Moody's Investors Service, Inc.). U.S. GOVERNMENT OBLIGATIONS The types of U.S. government obligations in which the Fund may invest generally include obligations issued or guaranteed by U.S. government agencies or instrumentalities. These securities are backed by: the discretionary authority of the U.S. government to purchase certain obligations of agencies or instrumentalities; or the credit of the agency or instrumentality issuing the obligations. Examples of agencies and instrumentalities which may not always receive financial support from the U.S. government are: Federal Farm Credit Banks; Federal Home Loan Banks; Federal National Mortgage Association; Student Loan Marketing Association; and Federal Home Loan Mortgage Corporation. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objectives and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be repurchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. OPTIONS TRANSACTIONS As a means of reducing fluctuations in the net asset value of Shares of the Fund, the Fund may attempt to hedge all or a portion of its portfolio through the purchase of put options on portfolio securities and listed put options on financial futures contracts for portfolio securities. The Fund may also write covered call options on its portfolio securities to attempt to increase its current income. The Fund will maintain its positions in securities, option rights, and segregated cash subject to puts and calls until the options are exercised, closed, or have expired. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. The Fund currently does not intend to invest more than 5% of its net assets in options transactions. Options which the Fund will trade must be listed on national securities exchanges. Exchanges on which such options currently are traded are the Chicago Board Options Exchange and the New York, American, Pacific and Philadelphia Stock Exchanges ("Exchanges"). PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts. These options will be used only to protect portfolio securities against decreases in value resulting from market factors such as an anticipated increase in interest rates. A futures contract is a firm commitment by two parties: the seller who agrees to make delivery of the specific type of instrument called for in the contract ("going short") and the buyer who agrees to take delivery of the instrument ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt instruments issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. If the Fund would enter into financial futures contracts directly to hedge its holdings of fixed income securities, it would enter into contracts to deliver securities at an undetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at an undetermined price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the put option will increase in value. In such an event, the Fund will normally close out its option by selling an identical put option. If the hedge is successful, the proceeds received by the Fund upon the sale of the put option will be large enough to offset both the premium paid by the Fund for the put option plus the realized decrease in value of the hedged securities. Alternately, the Fund may exercise its put option to close out the position. To do so, it would enter into a futures contract of the type underlying the option. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost. PURCHASING PUT OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put options on portfolio securities to protect against price movements in particular securities in its portfolio. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. WRITING COVERED CALL OPTIONS The Fund may also write covered call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. The Fund may only sell listed call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any such additional consideration). FUTURES TRANSACTIONS The Fund may enter into currency and other financial futures contracts and write options on such contracts. The Fund intends to enter into such contracts and related options for hedging purposes. The Fund will enter into futures on securities, currencies, or index-based futures contracts in order to hedge against changes in interest or exchange rates or securities prices. A futures contract on securities or currencies is an agreement to buy or sell securities or currencies during a designated month at whatever price exists at that time. A futures contract on a securities index does not involve the actual delivery of securities, but merely requires the payment of a cash settlement based on changes in the securities index. The Fund does not make payment or deliver securities upon entering into a futures contract. Instead, it puts down a margin deposit, which is adjusted to reflect changes in the value of the contract and which remains in effect until the contract is terminated. The Fund may sell or purchase currency and other financial futures contracts. When a futures contract is sold by the Fund, the profit on the contract will tend to rise when the value of the underlying securities or currencies declines and to fall when the value of such securities or currencies increases. Thus, the Fund sells futures contracts in order to offset a possible decline in the profit on its securities or currencies. If a futures contract is purchased by the Fund, the value of the contract will tend to rise when the value of the underlying securities or currencies increases and to fall when the value of such securities or currencies declines. The Fund intends to purchase put and call options on currency and other financial futures contracts for hedging purposes. A put option purchased by the Fund would give it the right to assume a position as the seller of a futures contract. A call option purchased by the Fund would give it the right to assume a position as the purchaser of a futures contract. The purchase of an option on a futures contract requires the Fund to pay a premium. In exchange for the premium, the Fund becomes entitled to exercise the benefits, if any, provided by the futures contract, but is not required to take any action under the contract. If the option cannot be exercised profitably before it expires, the Fund's loss will be limited to the amount of the premium and any transaction costs. The Fund may enter into closing purchase and sale transactions in order to terminate a futures contract and may buy or sell put and call options for the purpose of closing out its options positions. The Fund's ability to enter into closing transactions depends on the development and maintenance of a liquid secondary market. There is no assurance that a liquid secondary market will exist for any particular contract or at any particular time. As a result, there can be no assurance that the Fund will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the contract and to complete the contract according to its terms, in which case it would continue to bear market risk on the transaction. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. When the Fund purchases futures contracts, an amount of cash and cash equivalents, equal to the underlying commodity value of the futures contracts (less any related margin deposits), will be deposited in a segregated account with the Fund's custodian (or the broker, if legally permitted) to collateralize the position and thereby insure that the use of such futures contracts is unleveraged. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objectives. The portfolio turnover rates for the fiscal years ended December 31, 1993 and 1992 were 46% and 56%, respectively. 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 transactions. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes and then only in amounts not in excess of 10% of the value of its total assets; provided that while borrowings exceed 5% of the Fund's total assets, any such borrowings will be repaid before additional investments are made. The Fund will not purchase any securities while borrowings in excess of 5% of the value of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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. However, the Fund may at times invest 25% or more of the value of its total assets in securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. However, the Fund may enter into futures contracts on financial instruments or currency and sell or buy options on such contracts. RESTRICTED SECURITIES The Fund will not invest more than 10% of the value of its net assets in securities subject to restrictions on resale under federal securities laws. PURCHASING MORE THAN 10% OF ANY CLASS The Fund will not purchase more than 10% of any class of outstanding voting securities of any issuer. INVESTING TO EXERCISE CONTROL The Fund will not purchase securities for the purpose of exercising control over the issuer of securities. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except that it may purchase or hold corporate or government bonds, debentures, notes, certificates of indebtedness or other debt securities of an issuer, repurchase agreements, or other transactions which are permitted by the Fund's investment objectives and policies or the Declaration of Trust, or lend portfolio securities valued at not more than 5% of its total assets to broker/dealers. 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 objectives, policies, and limitations. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 10% of the value of total assets at the time of the borrowing. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests in real estate, although it may invest in securities of companies whose business involved the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, the Fund will not purchase the securities of any issuer (other than cash, cash items, or securities issued or guaranteed by U.S. government, its agencies, or instrumentalities) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer. ACQUIRING SECURITIES The Fund will not purchase more than 10% of the voting securities of any one issuer. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, other mineral exploration or development programs, or leases, although it may purchase the publicly traded securities of companies engaging in such activities. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. The above investment limitations cannot be changed without shareholder approval. The following limitation, however, may be changed by the Board of Trustees (the "Trustees") without shareholder approval. Shareholders will be notified before any material changes in these limitations become effective. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of its total assets in securities of unseasoned issuers, including their predecessors, that have been in operation for less than three years. INVESTING IN WARRANTS The Fund will not invest more than 5% of its net assets in warrants, including those acquired in units or attached to other securities. To comply with certain state restrictions, the Fund will limit its investment in such warrants not listed on the New York or American Stock Exchange to 2% of its net assets. (If state restrictions change, this latter restriction may be revised without notice to shareholders.) For purposes of this investment restriction, warrants acquired by the Fund in units or attached to securities may be deemed to be without value. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund did not borrow money in excess of 5% of the value of its net assets in the last fiscal year and has no present intent to do so in the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services. POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice President and Assistant Treasurer Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Adviser earned advisory fees of $3,016,457, $2,208,618, and $1,374,240, of which $0, $0, and $213,100, was voluntarily waived, respectively. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund paid $894,400, $642,338, and $536,139, respectively, in commissions on brokerage transactions. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund incurred $526,836, $407,134 and $296,644 in administrative service costs, of which $0, $17,263, and $0, was voluntarily waived, respectively. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous puchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the fiscal years ended December 31, 1993, 1992, and 1991, brokers and administrators (financial institutions) received fees in the amount of $694,708, $372,419, and $295,340, respectively. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market values of the Fund's portfolio securities, other than options, are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the current closing bid and asked prices and for bonds and other fixed income securities as determined by an independent pricing service; for unlisted equity securities, the latest bid prices; or for short-term obligations, according to the mean between bid and asked prices as furnished by an independent pricing service, or for short-term obligations with remaining maturities of 60 days or less at the time of purchase, at amortized cost or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. Over-the-counter put options will be valued at the mean between the bid and the asked prices. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's average annual total returns for Trust Shares for the one-year period ended December 31, 1993 and for the period from December 31, 1990 (start of performance) to December 31, 1993 were 9.71% and 14.22%, respectively. The Fund's average annual total returns for Class B Investment Shares for the one-year and five-year periods ended December 31, 1993 and for the period from April 12, 1985 (start of performance) to December 31, 1993 were 4.95%, 11.67%, and 12.27%, respectively. The Fund's cumulative total return for Class C Investment Shares for the period from January 25, 1993 (start of performance) to December 31, 1993 was 4.97%. The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional shares, assuming a quarterly reinvestment of all dividends and distributions. Cumulative total returns reflects the Class C Investment Shares' total performance over a specific period of time. This total return assumes and is reduced by the payment of the maximum sales load, if applicable. The Class C Investment Shares' total return is representative of only eleven months of investment activity since the start of performance. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Trust Shares was 2.97% for the thirty-day period ended December 31, 1993. The Fund's yields for Class B Investment Shares and Class C Investment Shares were 2.60% and 2.22%, respectively, for the thirty-day period ended December 31, 1993. The yield for all classes of shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC) earned by any class of Shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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. ("LIPPER"), an independent mutual fund rating service, ranks funds in various fund categories by making comparative calculations using total return. Total return assumes the reinvestment of all capital gains distributions and income dividends and takes into account any change in net asset value over a specified period of time. From time to time, the Fund will quote its Lipper ranking in the "growth funds" category in advertising and sales literature. LIPPER GROWTH FUND AVERAGE is an average of the total returns for 251 growth funds tracked by Lipper Analytical Services, Inc., an independent mutual fund rating service. LIPPER GROWTH FUND INDEX is an average of the net asset-valuated total returns for the top 30 growth funds tracked by Lipper Analytical Services, Inc., an independent mutual fund rating service. DOW JONES INDUSTRIAL AVERAGE ("DJIA") is an unmanaged index representing share prices of major industrial corporations, public utilities, and transportation companies. Produced by the Dow Jones & Company, it is cited as a principal indicator of market conditions. _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. STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite index of common stocks in industry, transportation, financial, and public utility companies, can be used to compare to the total returns of funds whose portfolios are invested primarily in common stocks. In addition, the Standard & Poor's index assumes reinvestments of all dividends paid by stocks listed on its index. Taxes due on any of these distributions are not included, nor are brokerage or other fees calculated in the Standard & Poor's figures. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Value Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. 3031001B (1/94) FIRST UNION FIXED INCOME PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Fixed Income Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-03 (9/94) FIRST UNION FIXED INCOME PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Fixed Income Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 1 - --------------------------------------------------------------- Types of Investments 1 Restricted and Illiquid Securities 1 When-Issued and Delayed Delivery Transactions 1 Options Transactions 2 Futures Transactions 3 Lending of Portfolio Securities 4 Reverse Repurchase Agreements 4 Foreign Currency Transactions 4 Portfolio Turnover 4 Investment Limitations 4 TRUST MANAGEMENT 7 - --------------------------------------------------------------- Officers and Trustees 7 Fund Ownership 7 Trustee Liability 8 INVESTMENT ADVISORY SERVICES 8 - --------------------------------------------------------------- Adviser to the Fund 8 Advisory Fees 8 BROKERAGE TRANSACTIONS 8 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 9 - --------------------------------------------------------------- PURCHASING SHARES 9 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 10 DETERMINING NET ASSET VALUE 10 - --------------------------------------------------------------- Determining Market Value of Securities 11 REDEEMING SHARES 11 - --------------------------------------------------------------- Redemption in Kind 11 TAX STATUS 11 - --------------------------------------------------------------- The Fund's Tax Status 11 Shareholders' Tax Status 11 TOTAL RETURN 12 - --------------------------------------------------------------- YIELD 12 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 12 - --------------------------------------------------------------- FINANCIAL STATEMENTS 13 - --------------------------------------------------------------- APPENDIX 14 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Fixed Income Portfolio (the "Fund") is a portfolio in First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVES AND POLICIES - -------------------------------------------------------------------------------- The primary investment objective of the Fund is to provide a high level of current income. Capital growth is a secondary objective. The investment objective cannot be changed without approval of shareholders. TYPES OF INVESTMENTS The Fund invests primarily in investment grade debt securities which include: domestic issues of corporate debt obligations (rated A or higher by Moody's Investors Service, Inc. or Standard & Poor's Corporation); and obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities. U.S. GOVERNMENT OBLIGATIONS The types of U.S. government obligations in which the Fund may invest generally include obligations issued or guaranteed by U.S. government agencies or instrumentalities. These securities are backed by: the discretionary authority of the U.S. government to purchase certain obligations of agencies or instrumentalities; or the credit of the agency or instrumentality issuing the obligations. Examples of agencies and instrumentalities which may not always receive financial support from the U.S. government are: Federal Farm Credit Banks; Federal Home Loan Banks; Federal National Mortgage Association; Student Loan Marketing Association; and Federal Home Loan Mortgage Corporation. RESTRICTED AND ILLIQUID SECURITIES The ability of the Board of Trustees ("Trustees") to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. OPTIONS TRANSACTIONS As a means of reducing fluctuations in the net asset value of shares of the Fund, the Fund may attempt to hedge all or a portion of its portfolio through the purchase of put options on portfolio securities and listed put options on financial futures contracts for portfolio securities. The Fund may also write covered call options on its portfolio securities to attempt to increase its current income. The Fund will maintain its positions in securities, option rights, and segregated cash subject to puts and calls until the options are exercised, closed, or have expired. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts. These options will be used only to protect portfolio securities against decreases in value resulting from market factors such as an anticipated increase in interest rates. A futures contract is a firm commitment by two parties: the seller who agrees to make delivery of the specific type of instrument called for in the contract ("going short") and the buyer who agrees to take delivery of the instrument ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt instruments issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. If the Fund would enter into financial futures contracts directly to hedge its holdings of fixed income securities, it would enter into contracts to deliver securities at an undetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at an undetermined price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the put option will increase in value. In such an event, the Fund will normally close out its option by selling an identical put option. If the hedge is successful, the proceeds received by the Fund upon the sale of the put option will be large enough to offset both the premium paid by the Fund for the put option plus the realized decrease in value of the hedged securities. Alternately, the Fund may exercise its put option to close out the position. To do so, it would enter into a futures contract of the type underlying the option. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost. WRITING COVERED OPTIONS The Fund may write (i.e., sell) covered call and put options. By writing a call option, the Fund becomes obligated during the term of the option to deliver the securities underlying the option upon payment of the exercise price. By writing a put option, the Fund becomes obligated during the term of the option to purchase the securities underlying the option at the exercise price if the option is exercised. The Fund also may write straddles (combinations of covered puts and calls on the same underlying security). The Fund may only write "covered" options. This means that so long as the Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option or, in the case of call options on U.S. Treasury bills, the Fund might own substantially similar U.S. Treasury bills. The Fund will be considered "covered" with respect to a put option it writes if, so long as it is obligated as the writer of the put option, it deposits and maintains with its custodian in a segregated account liquid assets having a value equal to or greater than the exercise price of the option. The principal reason for writing call or put options is to obtain, through a receipt of premiums, a greater current return than would be realized on the underlying securities alone. The Fund receives a premium from writing a call or put option which it retains whether or not the option is exercised. By writing a call option, the Fund might lose the potential for gain on the underlying security while the option is open, and by writing a put option, the Fund might become obligated to purchase the underlying security for more than its current market price upon exercise. PURCHASING OPTIONS The Fund may purchase call and put options for the purpose of offsetting previously written call and put options of the same series. If the Fund is unable to effect a closing purchase transaction with respect to covered option it has written, the Fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. The Fund currently does not intend to invest more than 5% of its net assets in options transactions. OPTIONS TRADING MARKETS Options which the Fund will trade must be listed on national securities exchanges. Exchanges on which such options currently are traded are the Chicago Board Options Exchange and the New York, American, Pacific and Philadelphia Stock Exchanges ("Exchanges"). FUTURES TRANSACTIONS The Fund may enter into currency and other financial futures contracts and write options on such contracts. The Fund intends to enter into such contracts and related options for hedging purposes. The Fund will enter into futures on securities, currencies, or index-based futures contracts in order to hedge against changes in interest or exchange rates or securities prices. A futures contract on securities or currencies is an agreement to buy or sell securities or currencies during a designated month at whatever price exists at that time. A futures contract on a securities index does not involve the actual delivery of securities, but merely requires the payment of a cash settlement based on changes in the securities index. The Fund does not make payment or deliver securities upon entering into a futures contract. Instead, it puts down a margin deposit, which is adjusted to reflect changes in the value of the contract and which remains in effect until the contract is terminated. The Fund may sell or purchase currency and other financial futures contracts. When a futures contract is sold by the Fund, the profit on the contract will tend to rise when the value of the underlying securities or currencies declines and to fall when the value of such securities or currencies increases. Thus, the Fund sells futures contracts in order to offset a possible decline in the profit on its securities or currencies. If a futures contract is purchased by the Fund, the value of the contract will tend to rise when the value of the underlying securities or currencies increases and to fall when the value of such securities or currencies declines. The Fund intends to purchase put and call options on currency and other financial futures contracts for hedging purposes. A put option purchased by the Fund would give it the right to assume a position as the seller of a futures contract. A call option purchased by the Fund would give it the right to assume a position as the purchaser of a futures contract. The purchase of an option on a futures contract requires the Fund to pay a premium. In exchange for the premium, the Fund becomes entitled to exercise the benefits, if any, provided by the futures contract, but is not required to take any action under the contract. If the option cannot be exercised profitably before it expires, the Fund's loss will be limited to the amount of the premium and any transaction costs. The Fund may enter into closing purchase and sale transactions in order to terminate a futures contract and may buy or sell put and call options for the purpose of closing out its options positions. The Fund's ability to enter into closing transactions depends on the development and maintenance of a liquid secondary market. There is no assurance that a liquid secondary market will exist for any particular contract or at any particular time. As a result, there can be no assurance that the Fund will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the contract and to complete the contract according to its terms, in which case it would continue to bear market risk on the transaction. Although futures and options transactions are intended to enable the Fund to manage market, interest rate or exchange rate risk, unanticipated changes in interest rates, exchange rates or market prices could result in poorer performance than if it had not entered into these transactions. Even if the adviser correctly predicts interest or exchange rate movements, a hedge could be unsuccessful if changes in the value of the Fund's futures position did not correspond to changes in the value of its investments. This lack of correlation between the Fund's futures and securities or currencies positions may be caused by differences between the futures and securities or currencies markets or by differences between the securities or currencies underlying the Fund's futures position and the securities or currencies held by or to be purchased for the Fund. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. When the Fund purchases futures contracts, an amount of cash and cash equivalents, equal to the underlying commodity value of the futures contracts (less any related margin deposits), will be deposited in a segregated account with the Fund's custodian (or the broker, if legally permitted) to collateralize the position and, thereby, insure that the use of such futures contracts is unleveraged. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. FOREIGN CURRENCY TRANSACTIONS As one way of managing exchange rate risk, the Fund may enter into forward currency exchange contracts (agreements to purchase or sell currencies at a specified price and date). The exchange rate for the transaction (the amount of currency a Fund will deliver and receive when the contract is completed) is fixed when the Fund enters into the contract. The Fund usually will enter into these contracts to stabilize the U.S. dollar value of a security it has agreed to buy or sell. The Fund intends to use these contracts to hedge the U.S. dollar value of a security it already owns, particularly if the Fund expects a decrease in the value of the currency in which the foreign security is denominated. Although the Fund will attempt to benefit from using forward contracts, the success of its hedging strategy will depend on the Adviser's ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar. The value of the Fund's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and the Fund may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by the Fund. The Fund may also purchase and sell options related to foreign currencies in connection with hedging strategies. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objective. The portfolio turnover rates for the fiscal years ended December 31, 1993 and 1992 were 73% and 66%, respectively. INVESTMENT LIMITATIONS BUYING ON MARGIN The Fund will not purchase any securities on margin, but may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities. SELLING SHORT The Fund will not make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or of securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. The use of short sales will allow the Fund to retain certain bonds in its portfolio longer than it would without such sales. To the extent that the Fund receives the current income produced by such bonds for a longer period than it might otherwise, the Fund's investment objective of current income is furthered. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes and then only in amounts not in excess of 5% of the value of its total assets or in an amount up to one-third of the value of its total assets, including the amount borrowed, in order to meet redemption requests without immediately selling portfolio instruments. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of the value of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, although it may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. However, the Fund may enter into futures contracts on financial instruments or currency and sell or buy options on such contracts. RESTRICTED SECURITIES The Fund will not invest more than 10% of the value of its net assets in securities subject to restrictions on resale under federal securities laws. 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 objectives, policies, and limitations. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except portfolio securities in accordance with its investment objectives, policies and limitations or lend portfolio securities valued at more than 15% of its total assets to broker/dealers. CONCENTRATION OF INVESTMENTS The Fund will not invest 25% or more of the value of its total assets in any one industry, except that it may invest more than 25% of its total assets in securities issued or guaranteed by U.S. government, its agencies or instrumentalities. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, the Fund will not purchase securities of any one issuer (other than cash, cash items or securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 10% of the value of its net assets in illiquid securities, 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. The above investment limitations cannot be changed without shareholder approval. The following investment limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these policies becomes effective. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of its total assets in securities of unseasoned issuers, including their predecessors, that have been in operation for less than three years. INVESTING IN WARRANTS The Fund will not invest more than 5% of its net assets in warrants, including those acquired in units or attached to other securities. To comply with certain state restrictions, the Fund will limit its investment in such warrants not listed on the New York or American Stock Exchange to 2% of its net assets. (If state restrictions change, this latter restriction may be revised without notice to shareholders.) For purposes of this investment restriction, warrants acquired by the Fund in units or attached to securities may be deemed to be without value. Although not fundamental restrictions or policies requiring a shareholder vote, the Fund has also undertaken the following limitation to a state securities authority for as long as the state authority requires and shares of the Fund are registered for sale in that state. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. In order to comply with registration requirements of a certain state, the Fund will not invest in real estate limited partnerships. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services. POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice President and Assistant Treasurer Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Adviser earned advisory fees of $1,894,693, $1,531,707, and $836,644, of which $0, $0, and $109,677, was voluntarily waived, respectively. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund paid $7,908, $15,573, and $8,504 in commissions on brokerage transactions. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund incurred $331,342, $282,292, and $174,214 in administrative service costs, of which $0, $0, and $750 was voluntarily waived, respectively. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous puchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the fiscal years ended December 31, 1993, 1992, and 1991, brokers and administrators (financial institutions) received fees in the amount of $51,539, $19,643, and $14,456, of which $0, $0, and $3,491 was waived, respectively, pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market values of the Fund's portfolio securities, other than options, are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the current closing bid and asked prices and for bonds and other fixed income securities 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,, or for short-term obligations with remaining maturities of less than 60 days at the time of purchase, at amortized cost unless the Trustees determine this is not fair value; or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. Over-the-counter put options will be valued at the mean between the bid and the asked prices. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's average annual total returns for Trust Shares for the one-year period ended December 31, 1993 and for the period from December 31, 1990 (start of performance) to December 31, 1993 were 8.67% and 9.67%, respectively. The Fund's average annual total returns for Class B Investment Shares for the one-year period ended December 31, 1993 and for the period from January 31, 1989 (start of performance) to December 31, 1993 were 3.99% and 8.62%, respectively. The Fund's cumulative total return for Class C Investment Shares for the period from January 25, 1993 (start of performance) to December 31, 1993 was 1.81%. The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional shares, assuming a quarterly reinvestment of all dividends and distributions. Cumulative total return reflects the Class C Investment Shares' total performance over a specific period of time. This total return assumes and is reduced by the payment of the maximum sales load, if applicable. The Class C Investment Shares' total return is representative of only eleven months of investment activity since the start of performance. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Trust Shares was 5.07% for the thirty-day period ended December 31, 1993. The Fund's yields for Class B Investment Shares and Class C Investment Shares were 4.98% and 4.31%, respectively, for the thirty-day period ended December 31, 1993. The yield for all classes of shares of the Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of Shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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: _LEHMAN GOVERNMENT/CORPORATE BOND INDEX is comprised of approximately 5,000 issues which include non-convertible bonds publicly issued by the U.S. government or its agencies; corporate bonds guaranteed by the U.S. government and quasi-federal corporations; and publicly issued, fixed rate, non-convertible domestic bonds of companies in industry, public utilities, and finance. The average maturity of these bonds approximates nine years. Tracked by Lehman Brothers, Inc., the index calculates total returns for one-month, three-month, twelve-month, and ten-year periods and year-to-date. SALOMON BROTHERS AAA-AA CORPORATE index calculates total returns of approximately 775 issues which include long-term, high grade domestic corporate taxable bonds, rated AAA-AA with maturities of twelve years or more and companies in industry, public utilities, and finance. _LEHMAN INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is comprised of issues which include non-convertible bonds publicly issued by the U.S. government or its agencies; corporate bonds guaranteed by the U.S. government and quasi-federal corporations; and publicly issued, fixed rate, non-convertible domestic bonds of companies in industry, public utilities, and finance. The average maturity of these bonds is between 1 and 9.9 years. _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. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Fixed Income Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located in the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION CORPORATE BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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. MOODY'S INVESTORS SERVICE, INC. CORPORATE 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. STANDARD & POOR'S CORPORATION COMMERCIAL PAPER RATING DEFINITIONS A-1--This highest category 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. MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS 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: Leading market positions in well established industries. High rates of return on funds employed. Conservative capitalization structure with moderate reliance on debt and ample asset protection. Broad margins in earning coverage of fixed financial charges and high internal cash generation. Well-established access to a range of financial markets and assured sources of alternate liquidity. 3031005B (2/94) FIRST UNION HIGH GRADE TAX FREE PORTFOLIO (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union High Grade Tax Free Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-02 (9/94) FIRST UNION HIGH GRADE TAX FREE PORTFOLIO (FORMERLY, FIRST UNION INSURED TAX FREE PORTFOLIO) A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union High Grade Tax Free Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 1 Temporary Investments 1 Lending of Portfolio Securities 2 Portfolio Turnover 2 Municipal Bond Insurance 2 Municipal Bond Insurers 4 Investment Limitations 4 TRUST MANAGEMENT 6 - --------------------------------------------------------------- Officers and Trustees 6 Fund Ownership 7 Trustee Liability 7 INVESTMENT ADVISORY SERVICES 8 - --------------------------------------------------------------- Adviser to the Fund 8 Advisory Fees 8 BROKERAGE TRANSACTIONS 8 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 9 - --------------------------------------------------------------- PURCHASING SHARES 9 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 10 DETERMINING NET ASSET VALUE 10 - --------------------------------------------------------------- Determining Market Value of Securities 10 Valuing Municipal Bonds 11 REDEEMING SHARES 11 - --------------------------------------------------------------- Redemption in Kind 11 TAX STATUS 11 - --------------------------------------------------------------- The Fund's Tax Status 11 TOTAL RETURN 11 - --------------------------------------------------------------- YIELD 12 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 12 - --------------------------------------------------------------- Tax Equivalency Table 13 PERFORMANCE COMPARISONS 13 - --------------------------------------------------------------- FINANCIAL STATEMENTS 14 - --------------------------------------------------------------- APPENDIX 15 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union High Grade Tax Free Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The name of the Fund was changed from "First Union Insured Tax Free Portfolio" to "First Union High Grade Tax Free Portfolio" effective February 28, 1994. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Prior to that, the Fund had changed its name from "The Salem Tax Free Portfolio" to "The Salem Insured Tax Free Portfolio" on January 9, 1992. Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide a high level of federally tax free income that is consistent with preservation of capital. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in municipal bonds that are covered by insurance guaranteeing the timely payment of principal and interest. CHARACTERISTICS The municipal bonds in which the Fund invests have the characteristics set forth in the prospectus. If ratings made by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") change because of changes in those organizations or in their rating systems, the Fund will try to use comparable ratings as standards in accordance with the investment policies described in the prospectus. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. TEMPORARY INVESTMENTS The Fund may also invest in temporary investments from time to time for defensive purposes. The Fund might invest in temporary investments: as a reaction to market conditions; while waiting to invest proceeds of sales of Shares or portfolio securities, although generally proceeds from sales of Shares will be invested in municipal bonds as quickly as possible; or in anticipation of redemption requests. The Fund will not purchase temporary investments (other than securities of the U.S. government, its agencies, or instrumentalities) if, as a result of the purchase, more than 25% of the value of its total assets would be invested in any one industry. However, the Fund may, for temporary defensive purposes, invest more than 25% of the value of its assets in cash or cash items (including bank time and demand deposits, such as certificates of deposit), U.S. Treasury bills, or securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or instruments secured by these money market instruments, such as repurchase agreements. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or certificates of deposit to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Board of Trustees ("Trustees"). From time to time, such as when suitable municipal bonds are not available, the Fund may invest a portion of its assets in cash. Any portion of the Fund's assets maintained in cash will reduce the amount of assets in municipal bonds and thereby reduce the Fund's yield. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. This transaction is similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate, since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objective. The portfolio turnover rates for the fiscal year ended December 31, 1993 and the period ended December 31, 1992 were 14% and 7%, respectively. MUNICIPAL BOND INSURANCE The Fund may purchase two types of municipal bond insurance policies ("Policies") issued by municipal bond insurers. One type of Policy covers certain municipal securities only during the period in which they are in the Fund's portfolio. In the event that a municipal security covered by such a Policy is sold by the Fund, the insurer of the relevant Policy will be liable only for those payments of interest and principal which are then due and owing at the time of sale. The other type of Policy covers municipal securities not only while they remain in the Fund's portfolio but also until their final maturity, even if they are sold out of the Fund's portfolio, so that the coverage may benefit all subsequent holders of those municipal securities. The Fund will obtain insurance which covers municipal securities until final maturity even after they are sold out of the Fund's portfolio only if, in the judgment of the adviser, the Fund would receive net proceeds from the sale of those securities, after deducting the cost of such permanent insurance and related fees, significantly in excess of the proceeds it would receive if such municipal securities were sold without insurance. Payments received from municipal bond insurers may not be tax-exempt income to shareholders of the Fund. Depending upon the characteristics of the municipal security held by the Fund, the annual premiums for the Policies are estimated to range from 0.10% to 0.25% of the value of the municipal securities covered under the Policies, with an average annual premium rate of approximately 0.175%. The Fund may purchase Policies from Municipal Bond Investors Assurance Corp. ("MBIA"), AMBAC Indemnity Corporation ("AMBAC"), Financial Guaranty Insurance Company ("FGIC"), each as described under "Municipal Bond Insurers," or any other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. Each Policy guarantees the payment of principal and interest on those municipal securities it insures. The Policies will have the same general characteristics and features. A municipal security will be eligible for coverage if it meets certain requirements set forth in a Policy. In the event interest or principal on an insured municipal security is not paid when due, the insurer covering the security will be obligated under its Policy to make such payment not later than 30 days after it has been notified by the Fund that such non-payment has occurred. MBIA, AMBAC, and FGIC will not have the right to withdraw coverage on securities insured by their Policies so long as such securities remain in the Fund's portfolio, nor may MBIA, AMBAC, or FGIC cancel their Policies for any reason except failure to pay premiums when due. MBIA, AMBAC, and FGIC will reserve the right at any time upon 90 days' written notice to the Fund to refuse to insure any additional municipal securities purchased by the Fund after the effective date of such notice. The Trustees will reserve the right to terminate any of the Policies if it determines that the benefits to the Fund of having its portfolio insured under such Policy are not justified by the expense involved. Additionally, the Trustees reserve the right to enter into contracts with insurance carriers other than MBIA, AMBAC, or FGIC, if such carriers are rated Aaa by Moody's or AAA by S&P. Under the Policies, municipal bond insurers unconditionally guarantee to the Fund the timely payment of principal and interest on the insured municipal securities when and as such payments shall become due but shall not be paid by the issuer, except that in the event of any acceleration of the due date of the principal by reason of mandatory or optional redemption (other than acceleration by reason of mandatory sinking fund payments), default or otherwise, the payments guaranteed will be made in such amounts and at such times as payments of principal would have been due had there not been such acceleration. The municipal bond insurers will be responsible for such payments less any amounts received by the Fund from any trustee for the municipal bond holders or from any other source. The Policies do not guarantee payment on an accelerated basis, the payment of any redemption premium, the value for the Shares of the Fund, or payments of any tender purchase price upon the tender of the municipal securities. The Policies also do not insure against nonpayment of principal of or interest on the securities resulting from the insolvency, negligence or any other act or omission of the trustee or other paying agent for the securities. However, with respect to small issue industrial development municipal bonds and pollution control revenue municipal bonds covered by the Policies, the municipal bond insurers guarantee the full and complete payments required to be made by or on behalf of an issuer of such municipal securities if there occurs any change in the tax-exempt status of interest on such municipal securities, including principal, interest or premium payments, if any, as and when required to be made by or on behalf of the issuer pursuant to the terms of such municipal securities. A when-issued municipal security will be covered under the Policies upon the settlement date of the original issue of such when-issued municipal securities. In determining whether to insure municipal securities held by the Fund, each municipal bond insurer has applied its own standard, which corresponds generally to the standards it has established for determining the insurability of new issues of municipal securities. This insurance is intended to reduce financial risk, but the cost thereof and compliance with investment restrictions imposed under the Policies and these guidelines will reduce the yield to shareholders of the Fund. If a Policy terminates as to municipal securities sold by the Fund on the date of sale, in which event municipal bond insurers will be liable only for those payments of principal and interest that are then due and owing, the provision for insurance will not enhance the marketability of securities held by the Fund, whether or not the securities are in default or subject to significant risk of default, unless the option to obtain permanent insurance is exercised. On the other hand, since issuer-obtained insurance will remain in effect as long as the insured municipal securities are outstanding, such insurance may enhance the marketability of municipal securities covered thereby, but the exact effect, if any, on marketability cannot be estimated. The Fund generally intends to retain any securities that are in default or subject to significant risk of default and to place a value on the insurance, which ordinarily will be the difference between the market value of the defaulted security and the market value of similar securities of minimum high grade (i.e., rated A by Moody's or S&P) that are not in default. To the extent that the Fund holds defaulted securities, it may be limited in its ability to manage its investment and to purchase other municipal securities. Except as described above with respect to securities that are in default or subject to significant risk of default, the Fund will not place any value on the insurance in valuing the municipal securities that it holds. MUNICIPAL BOND INSURERS Municipal bond insurance may be provided by one or more of the following insurers or any other municipal bond insurer which is rated Aaa by Moody's or AAA by S&P. MUNICIPAL BOND INVESTORS ASSURANCE CORP. Municipal Bond Investors Assurance Corp. is a wholly-owned subsidiary of MBIA, Inc., a Connecticut insurance company, which is owned by AEtna Life and Casualty, Credit Local DeFrance CAECL, S.A., The Fund American Companies, and the public. The investors of MBIA, Inc., are not obligated to pay the obligations of MBIA. MBIA, domiciled in New York, is regulated by the New York State Insurance Department and licensed to do business in various states. The address of MBIA is 113 King Street, Armonk, New York, 10504, and its telephone number is (914) 273-4345. S&P has rated the claims-paying ability of MBIA AAA. AMBAC INDEMNITY CORPORATION AMBAC Indemnity Corporation is a Wisconsin-domiciled stock insurance company, regulated by the Insurance Department of Wisconsin, and licensed to do business in various states. AMBAC is a wholly-owned subsidiary of AMBAC, Inc., a financial holding company which is owned by the public. Copies of certain statutorily required filings of AMBAC can be obtained from AMBAC. The address of AMBAC's administrative offices is One State Street Plaza, 17th Floor, New York, New York 10004, and its telephone number is (212) 668-0340. S&P has rated the claims-paying ability of AMBAC AAA. FINANCIAL GUARANTY INSURANCE COMPANY Financial Guaranty Insurance Company is a wholly-owned subsidiary of FGIC Corporation, a Delaware holding company. FGIC Corporation is wholly-owned by General Electric Capital Corporation. The investors of FGIC Corporation are not obligated to pay the debts of or the claims against Financial Guaranty. Financial Guaranty is subject to regulation by the state of New York Insurance Department and is licensed to do business in various states. The address of Financial Guaranty is 115 Broadway, New York, New York 10006, and its telephone number is (212) 312-3000. S&P has rated the claims-paying ability of Financial Guaranty AAA. INVESTMENT LIMITATIONS BUYING ON MARGIN The Fund will not purchase any securities on margin, but may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities. SELLING SHORT The Fund will not make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or of securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. The use of short sales will allow the Fund to retain certain bonds in its portfolio longer than it would without such sales. To the extent the Fund receives the current income produced by such bonds for a longer period than it might otherwise, the Fund's investment objective of current income is furthered. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amount borrowed, in order to meet redemption requests without immediately selling portfolio instruments. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of the value of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, although it may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. RESTRICTED SECURITIES The Fund will not invest more than 10% of its total assets in securities subject to restrictions on resale under the federal securities laws. 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. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except that it may purchase or hold money market instruments, including repurchase agreements and variable amount demand master notes, in accordance with its investment objective, policies and limitations and lend portfolio securities valued at not more than 15% of its total assets to broker/dealers. CONCENTRATION OF INVESTMENTS The Fund will not invest more than 25% of the value of its total assets in any one industry; except that it may invest more than 25% of its total assets in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and in industrial development bonds, as long as they are not from the same facility or similar types of facilities. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than cash, cash items or securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer. Under this limitation, each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States, or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, will be considered a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial development bonds, backed only by the assets and revenues of a nongovernmental issuer, are considered to be issued solely by that issuer. If, in the case of an industrial development bond or governmental-issued security, a governmental or other entity guarantees the security, such guarantee would be considered a separate security issued by the guarantor as well as the other issuer, subject to limited exclusions allowed by the Investment Company Act of 1940. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses, such as management fees, and therefore, any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 15% of its net assets in illiquid securities, 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. The above investment limitations cannot be changed without shareholder approval. The following investment limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these policies becomes effective. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser owning individually more than 1/2 of 1% of the issuer's securities together own more than 5% of the issuer's securities. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of its total assets in industrial development bonds or other municipal securities where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. Although not fundamental restrictions or policies requiring a shareholder vote, the Fund has also undertaken to comply with the following limitation to a state securities authority for as long as the state authority requires and Shares of the Fund are registered for sale in that state. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund did not borrow money in excess of 5% of the value of its net assets in the last fiscal year and has no present intent to do so in 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming year. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice President and Assistant Treasurer Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not being offered. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the fiscal year ended December 31, 1993 and for the period from February 21, 1992 (commencement of operations) to December 31, 1992, the Adviser earned advisory fees of $643,946 and $356,258, of which $280,300 and $269,964 were voluntarily waived, respectively. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the fiscal year ended December 31, 1993 and for the period from February 21, 1992 (commencement of operations) to December 31, 1992, the Fund incurred $112,663 and $65,451 in administrative service costs, of which $0 and $25,395 were waived, respectively. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the fiscal year ended December 31, 1993, and for the period from February 21, 1992 (commencement of operations) to December 31, 1992, brokers and administrators (financial institutions) received fees in the amount of $456,290 and $178,122, of which $2,256 and $149,539, was waived, respectively, pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES Market values of the Fund's portfolio securities are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the current closing bid and asked prices and for bonds and other fixed income securities 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, or for short-term obligations with remaining maturities of less than 60 days at the time of purchase, at amortized cost, unless the Trustees determines this is not fair value; or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's average annual total returns for Class B Investment Shares for the one-year period ended December 31, 1993 and for the period from February 25, 1992 (start of performance) to December 31, 1993 were 8.76% and 9.82%, respectively. The Fund's cumulative total return for Class C Investment Shares for the period from January 12, 1993 (start of performance) to December 31, 1993 was 8.20%. Trust Shares were not being offered during the period ended December 31, 1993. The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional shares, assuming the monthly reinvestment of all dividends and distributions. Cumulative total return reflects the Class C Investment Shares' total performance over a specific period of time. This total return assumes and is reduced by the payment of the maximum sales load, if applicable. The Class C Investment Shares' total return is representative of only 11.5 months of investment activity since the commencement of operations. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Class B Investment Shares for the thirty-day period ended December 31, 1993 was 4.23%. The Fund's yield for Class C Investment Shares for the thirty-day period ended December 31, 1993 was 3.92%. Trust Shares were not being offered during the period ended December 31, 1993. The yield for all classes of Shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC) earned by each class of Shares over a thirty-day period by the maximum offering price per share of each class on the last day of the period. This value is annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by each class 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 that financial institutions and brokers/dealers charge fees in connection with services provided in conjunction with an investment in all classes of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The Fund's tax equivalent yield for Class B Investment Shares for the thirty-day period ended December 31, 1993 was 5.88%. The Fund's tax equivalent yield for Class C Investment Shares for the thirty-day period ended Decmeber 31, 1993 was 5.44%. Trust Shares were not being offered during the period ended December 31, 1993. The tax equivalent yield for all classes of Shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that each class would have had to earn to equal its actual yield, assuming a 28% federal tax rate and assuming that income is 100% tax-exempt on a federal, state, and local basis. TAX EQUIVALENCY TABLE Each class of Shares may also use a tax equivalency table in advertising and sales literature. The interest earned by the municipal bonds in the Fund's portfolio generally remains free from federal regular income tax,* and are often free from state and local taxes as well. As the table below indicates, a "tax-free" investment is an attractive choice for investors, particularly in times of narrow spreads between tax-free and taxable yields. TAXABLE YIELD EQUIVALENT FOR 1994 FEDERAL INCOME TAX BRACKET: 15.00% 28.00% 31.00% 36.00% 39.60% - ------------------------------------------------------------------------------- JOINT $1- $38,001- $91,851- $140,001- Over RETURN: 38,000 91,850 140,000 250,000 $ 250,000 SINGLE $1- $22,751- $55,101- $115,001- Over RETURN: 22,750 55,100 115,000 250,000 $ 250,000 - ------------------------------------------------------------------------------- TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT - ------------------------------------------------------------------------------- 2.00% 2.35% 2.78% 2.90% 3.13% 3.31% 2.50 2.94 3.47 3.62 3.91 4.14 3.00 3.53 4.17 4.35 4.69 4.97 3.50 4.12 4.86 5.07 5.47 5.79 4.00 4.71 5.56 5.80 6.25 6.62 4.50 5.29 6.25 6.52 7.03 7.45 5.00 5.88 6.94 7.25 7.81 8.28 5.50 6.47 7.64 7.97 8.59 9.11 6.00 7.06 8.33 8.70 9.38 9.93 6.50 7.65 9.03 9.42 10.16 10.76 7.00 8.24 9.72 10.14 10.94 11.59 7.50 8.82 10.42 10.87 11.72 12.42 8.00 9.41 11.11 11.59 12.50 13.25
Note: The maximum marginal tax rate for each bracket was used in calculating the taxable yield equivalent. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of any class of Shares. *Some portion of each class' income may be subject to the federal alternative minimum tax and state and local taxes. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 income dividends and capital gains distributions, if any. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 INSURED BOND INDEX reflects total performance of the Insured Bond sector of the Lehman Municipal Bond Index. The index includes all bond insurers with Aaa/AAA ratings. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union High Grade Tax Free Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION BOND RATING DEFINITIONS AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's Corporation. 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 effect of changes in circumstances and economic conditions than debt in higher rated categories. MOODY'S INVESTORS SERVICE, INC. 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 edge." 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. 3031002B (2/94) FIRST UNION BALANCED PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Balanced Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-01 (9/94) FIRST UNION BALANCED PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Balanced Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Types of Investments 1 Restricted and Illiquid Securities 1 Temporary Investments 1 When-Issued and Delayed Delivery Transactions 1 Options Transactions 1 Futures Transactions 3 Lending of Portfolio Securities 4 Reverse Repurchase Agreements 4 Portfolio Turnover 5 Investment Limitations 5 TRUST MANAGEMENT 6 - --------------------------------------------------------------- Officers and Trustees 6 Fund Ownership 7 Trustee Liability 7 INVESTMENT ADVISORY SERVICES 8 - --------------------------------------------------------------- Adviser to the Fund 8 Advisory Fees 8 BROKERAGE TRANSACTIONS 8 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 9 - --------------------------------------------------------------- PURCHASING SHARES 9 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 10 DETERMINING NET ASSET VALUE 10 - --------------------------------------------------------------- Determining Market Value of Securities 10 REDEEMING SHARES 11 - --------------------------------------------------------------- Redemption in Kind 11 TAX STATUS 11 - --------------------------------------------------------------- The Fund's Tax Status 11 Shareholders' Tax Status 11 TOTAL RETURN 12 - --------------------------------------------------------------- YIELD 12 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 12 - --------------------------------------------------------------- FINANCIAL STATEMENTS 13 - --------------------------------------------------------------- APPENDIX 14 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Balanced Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to produce long-term total return through capital appreciation, dividends, and interest income. The Fund attempts to achieve this objective by investing in a diversified portfolio of common and preferred stocks, U.S. government and investment grade bonds (those rated A or higher by Moody's Investors Service, Inc. or Standard & Poor's Corporation) and money market instruments. The investment objective cannot be changed without approval of shareholders. TYPES OF INVESTMENTS The Fund invests primarily in common and preferred stocks and other equity securities, bonds, notes, U.S. government securities, repurchase agreements, short-term obligations, and instruments secured by any of these obligations. RESTRICTED AND ILLIQUID SECURITIES The ability of the Board of Trustees ("Trustees") to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. TEMPORARY INVESTMENTS The Fund may also invest in temporary investments from time to time for defensive purposes. MONEY MARKET INSTRUMENTS The Fund may invest in money market instruments such as: instruments of domestic and foreign banks and savings and loans if they have capital, surplus, and undivided profits of over $100,000,000, or if the principal amount of the instrument is federally insured. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. OPTIONS TRANSACTIONS As a means of reducing fluctuations in the net asset value of shares of the Fund, the Fund may attempt to hedge all or a portion of its portfolio through the purchase of put options on portfolio securities and listed put options on financial futures contracts for portfolio securities. The Fund may also write covered call options on its portfolio securities and covered put options to attempt to increase its current income. The aggregate value of the obligations underlying the puts will not exceed 50% of the Fund's net assets. This policy cannot be changed without shareholder approval. The Fund will maintain its positions in securities, option rights, and segregated cash subject to puts and calls until the options are exercised, closed, or have expired. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts. These options will be used only to protect portfolio securities against decreases in value resulting from market factors such as an anticipated increase in interest rates. A futures contract is a firm commitment by two parties: the seller who agrees to make delivery of the specific type of instrument called for in the contract ("going short") and the buyer who agrees to take delivery of the instrument ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt instruments issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. If the Fund would enter into financial futures contracts directly to hedge its holdings of fixed income securities, it would enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" to hedge against a decline in market interest rates. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a predetermined price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the put option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the put option will be large enough to offset both the premium paid by the Fund for the put option plus the realized decrease in value of the hedged securities. Alternately, the Fund may exercise its put option to close out the position. To do so, it would enter into a futures contract of the type underlying the option. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost. WRITING COVERED OPTIONS The Fund may write (i.e., sell) covered call and put options. By writing a call option, the Fund becomes obligated during the term of the option to deliver the securities underlying the option upon payment of the exercise price. By writing a put option, the Fund becomes obligated during the term of the option to purchase the securities underlying the option at the exercise price if the option is exercised. The Fund also may write straddles (combinations of covered puts and calls on the same underlying security). The Fund may only write "covered" options. This means that so long as the Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option or, in the case of call options on U.S. Treasury bills, the Fund might own substantially similar U.S. Treasury bills. The Fund will be considered "covered" with respect to a put option it writes if, so long as it is obligated as the writer of the put option, it deposits and maintains with its custodian in a segregated account liquid assets having a value equal to or greater than the exercise price of the option. The aggregate value of the obligations underlying the puts will not exceed 50% of the Fund's net assets. The principal reason for writing call or put options is to obtain, through a receipt of premiums, a greater current return than would be realized on the underlying securities alone. The Fund receives a premium from writing a call or put option which it retains whether or not the option is exercised. By writing a call option, the Fund might lose the potential for gain on the underlying security while the option is open, and by writing a put option, the Fund might become obligated to purchase the underlying security for more than its current market price upon exercise. PURCHASING OPTIONS The Fund may purchase both put and call options on its portfolio securities. These options will be used as a hedge to attempt to protect securities which the Fund holds or will be purchasing against decreases or increases in value. The Fund may purchase call and put options for the purpose of offsetting previously written call options of the same series. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. The Fund currently does not intend to invest more than 5% of its net assets in options transactions. OPTIONS TRADING MARKETS Options which the Fund will trade must be listed on national securities exchanges. Exchanges on which such options currently are traded are the Chicago Board Options Exchange and the New York, American, Pacific and Philadelphia Stock Exchanges ("Exchanges"). FUTURES TRANSACTIONS The Fund may enter into currency and other financial futures contracts and write options on such contracts. The Fund intends to enter into such contracts and related options for hedging purposes. The Fund will enter into futures on securities, currencies, or index-based futures contracts in order to hedge against changes in interest or exchange rates or securities prices. A futures contract on securities or currencies is an agreement to buy or sell securities or currencies during a designated month at whatever price exists at that time. A futures contract on a securities index does not involve the actual delivery of securities, but merely requires the payment of a cash settlement based on changes in the securities index. The Fund does not make payment or deliver securities upon entering into a futures contract. Instead, it puts down a margin deposit, which is adjusted to reflect changes in the value of the contract and which remains in effect until the contract is terminated. The Fund may sell or purchase currency and other financial futures contracts. When a futures contract is sold by the Fund, the profit on the contract will tend to rise when the value of the underlying securities or currencies declines and to fall when the value of such securities or currencies increases. Thus, the Fund sells futures contracts in order to offset a possible decline in the profit on its securities or currencies. If a futures contract is purchased by the Fund, the value of the contract will tend to rise when the value of the underlying securities or currencies increases and to fall when the value of such securities or currencies declines. The Fund intends to purchase put and call options on currency and other financial futures contracts for hedging purposes. A put option purchased by the Fund would give it the right to assume a position as the seller of a futures contract. A call option purchased by the Fund would give it the right to assume a position as the purchaser of a futures contract. The purchase of an option on a futures contract requires the Fund to pay a premium. In exchange for the premium, the Fund becomes entitled to exercise the benefits, if any, provided by the futures contract, but is not required to take any action under the contract. If the option cannot be exercised profitably before it expires, the Fund's loss will be limited to the amount of the premium and any transaction costs. The Fund may enter into a closing purchase and sale transactions in order to terminate a futures contract and may buy or sell put and call options for the purpose of closing out its options positions. The Fund's ability to enter into closing transactions depends on the development and maintenance of a liquid secondary market. There is no assurance that a liquid secondary market will exist for any particular contract or at any particular time. As a result, there can be no assurance that the Fund will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the contract and to complete the contract according to its terms, in which case it would continue to bear market risk on the transaction. Although futures and options transactions are intended to enable the Fund to manage market interest rate or exchange rate risk, unanticipated changes in interest rates, exchange rates, or market prices could result in poorer performance than if it had not entered into these transactions. Even if the adviser correctly predicts interest or exchange rate movements, a hedge could be unsuccessful if changes in the value of the Fund's futures position did not correspond to changes in the value of its investments. This lack of correlation between the Fund's futures and securities or currencies positions may be caused by differences between the futures and securities or currencies markets or by differences between the securities or currencies underlying the Fund's futures position and the securities or currencies held by or to be purchased for the Fund. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. When the Fund purchases futures contracts, an amount of cash and cash equivalents, equal to the underlying commodity value of the futures contracts (less any related margin deposits), will be deposited in a segregated account with the Fund's custodian (or the broker, if legally permitted) to collateralize the position and thereby insure that the use of such futures contracts is unleveraged. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objective. The portfolio turnover rates for the fiscal years ended December 31, 1993 and 1992 were 19% and 12%, respectively. INVESTMENT LIMITATIONS BUYING ON MARGIN The Fund will not purchase any securities on margin, but may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities. SELLING SHORT The Fund will not make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or of securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. The use of short sales will allow the Fund to retain certain bonds in its portfolio longer than it would without such sales. To the extent that the Fund receives the current income produced by such bonds for a longer period than it might otherwise, the Fund's investment objective is furthered. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities except that the Fund may borrow money and engage in reverse repurchase agreements in amounts up to one-third of the value of its total assets, including the amounts borrowed. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage, but rather as a temporary, extraordinary, or emergency measure to facilitate management of the portfolio by enabling the Fund to, for example, meet redemption requests when the liquidation of portfolio securities is deemed to be inconvenient or disadvantageous. The Fund will not purchase any securities while any borrowings are outstanding. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. Margin deposits for the purchase and sale of financial futures contracts and related options are not deemed to be a pledge. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, although it may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. However, the Fund may enter into futures contracts on financial instruments or currency and sell or buy options on such contracts. RESTRICTED SECURITIES The Fund will not invest more than 10% of its net assets in securities subject to restrictions on resale under the Securities Act of 1933 (except for certain restricted securities which meet the criteria for liquidity established by the Trustees). 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. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except portfolio securities in accordance with its investment objective, policies and limitations. CONCENTRATION OF INVESTMENTS The Fund will not invest 25% or more of the value of its total assets in any one industry, except that it may invest more than 25% of its total assets in securities issued or guaranteed by U.S. government, its agencies or instrumentalities. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, the Fund will not purchase securities of any one issuer (other than cash, cash items or securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer. The above investment limitations cannot be changed without shareholder approval. The following investment limitations, however, may be changed by Trustees without shareholder approval. Shareholders will be notified before any material change in these policies becomes effective. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 10% of its net assets in securities which are illiquid, including repurchase agreements providing for settlement in more than seven days after notice, and certain restricted securities determined by the Trustees not to be liquid. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Adviser earned advisory fees of $3,425,786, $2,319,251, and $1,181,762, respectively. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund paid $389,044, $152,802, and $150,242, respectively, in commissions on brokerage transactions. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund incurred $597,752, $427,255, and $243,962, in administrative service costs, respectively. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50% not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the fiscal years ended December 31, 1993, 1992, and 1991, brokers and administrators (financial institutions) received fees in the amount of $295,600, $20,235, and $1,367, respectively, none of which was waived, pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market value of the Fund's portfolio securities, other than options, are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the current closing bid and asked prices and for bonds and other fixed income securities 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, or for short-term obligations with remaining maturities of less than 60 days at the time of purchase, at amortized cost unless the Trustees determine this is not fair value; or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. Over-the-counter put options will be valued at the mean between the bid and the asked prices. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's average annual total returns for Trust Shares for the one-year period ended December 31, 1993 and for the period from April 1, 1991 (start of performance) to December 31, 1993 were 10.68% and 12.37%, respectively. The Fund's average annual total returns for Class B Investment Shares for the one-year period ended December 31, 1993 and for the period from June 6, 1991 (start of performance) to December 31, 1993 were 5.94% and 10.02%, respectively. The Fund's cumulative total return for Class C Investment Shares for the period from January 25, 1993 (start of performance) to December 31, 1993 was 4.58%. The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional shares, assuming the quarterly reinvestment of all dividends and distributions. Cumulative total return reflects the Class C Investment Shares' total performance over a specific period of time. This total return assumes and is reduced by the payment of the maximum sales load, if applicable. The Class C Investment Shares' total return is representative of only 11.5 months of investment activity since the start of performance. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Trust Shares was 3.27% for the thirty-day period ended December 31, 1993. The Fund's yields for Class B Investment Shares and Class C Investment Shares were 2.89% and 2.51%, respectively, for the thirty-day period ended December 31, 1993. The yield for all classes of shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC earned by any class of Shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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: LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) index is comprised of approximately 5,000 issues which include: non-convertible bonds publicly issued by the U.S. government or its agencies; corporate bonds guaranteed by the U.S. government and quasi-federal corporations; and publicly issued, fixed rate, non-convertible domestic bonds of companies in industry, public utilities, and finance. The average maturity of these bonds approximates nine years. Tracked by Shearson Lehman Brothers, Inc., the index calculates total returns for one month, three month, twelve month, and ten year periods and year-to-date. _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. SALOMON BROTHERS AAA-AA CORPORATE index calculates total returns of approximately 775 issues which include long-term, high grade domestic corporate taxable bonds, rated AAA-AA with maturities of twelve years or more and companies in industry, public utilities, and finance. LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX: An unmanaged index comprised of all the bonds issued by the Lehman Brothers Government/Corporate Bond Index with maturities between 1 and 9.99 years. Total return is based on price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization. DOW JONES INDUSTRIAL AVERAGE (DJIA): An unmanaged index representing share prices of major industrial corporations, public utilities, and transportation companies. Produced by Dow Jones & Company, it is the oldest and most widely quoted of all market indicators. The Dow represents about 25% of the NYSE market capitalization and less than 2% of NYSE issues. It is a price-weighted arithmetic average, with the divisor adjusted for stock splits. The index is calculated on both a price change and total return basis. _STANDARD AND POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite index of common stocks in industry, transportation, financial, and public utility companies, can be used to compare to the total returns of funds whose portfolios are invested primarily in common stocks. In addition, the Standard & Poor's index assumes reinvestments of all dividends paid by stocks listed on its index. Taxes due on any of these distributions are not included, nor are brokerage or other fees calculated in the Standard & Poor's figures. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Balanced Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORTION CORPORATE BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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. MOODY'S INVESTORS SERVICE, INC. CORPORATE 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. 3031003B (2/94) FIRST UNION U.S. GOVERNMENT PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union U.S. Government Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-05 (9/94) FIRST UNION U.S. GOVERNMENT PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union U.S. Government Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Types of Investments 1 Asset-Backed Securities 1 Collateralized Mortgage Obligations (CMOs) 1 Section 4(2) Commercial Paper 1 Repurchase Agreements 2 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Lending of Portfolio Securities 5 Restricted Securities 5 Reverse Repurchase Agreements 5 Portfolio Turnover 5 Investment Limitations 5 TRUST MANAGEMENT 7 - --------------------------------------------------------------- Officers and Trustees 7 Fund Ownership 8 Trustee Liability 8 INVESTMENT ADVISORY SERVICES 8 - --------------------------------------------------------------- Adviser to the Fund 8 Advisory Fees 9 BROKERAGE TRANSACTIONS 9 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 9 - --------------------------------------------------------------- PURCHASING SHARES 10 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 10 DETERMINING NET ASSET VALUE 11 - --------------------------------------------------------------- Determining Market Value of Securities 11 REDEEMING SHARES 12 - --------------------------------------------------------------- Redemption in Kind 12 TAX STATUS 12 - --------------------------------------------------------------- The Fund's Tax Status 12 Shareholders' Tax Status 12 TOTAL RETURN 12 - --------------------------------------------------------------- YIELD 13 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 13 - --------------------------------------------------------------- FINANCIAL STATEMENTS 13 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union U.S. Government Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The investment objective of the Fund is to provide a high level of current income consistent with stability of principal. TYPES OF INVESTMENTS The Fund invests primarily in securities that are obligations of the U.S. government, its agencies and instrumentalities. Under normal market conditions, at least 65% of the value of the Fund's total assets will be invested in U.S. government securities. This investment policy and the investment objective stated above cannot be changed without approval of shareholders. ASSET-BACKED SECURITIES Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of asset-backed securities backed by automobile receivables permit the servicers of such receivables to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of asset-backed securities backed by automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. In general, issues of asset-backed securities are structured to include additional collateral and/or additional credit support to protect against the risk that a portion of the collateral supporting the asset-backed securities may default and/or may suffer from these defects. In evaluating the strength of particular issues of asset-backed securities, the Fund's adviser considers the financial strength of the guarantor or other provider of credit support, the type and extent of credit enhancement provided as well as the documentation and structure of the issue itself and the credit support. COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) Privately issued CMOs generally represent an ownership interest in federal agency mortgage pass-through securities such as those issued by Government National Mortgage Association. The terms and characteristics of the mortgage instruments may vary among pass-through mortgage loan pools. Most of the CMOs in which the Fund would invest use the same basic structure: Several classes of securities are issued against a pool of mortgage collateral. The most common structure contains four classes of securities: the first three (A, B, and C bonds) pay interest at their stated rates beginning with the issue date; the final class (or Z bond) typically receives the residual income from the underlying investment after payments are made to the other classes. The cash flows from the underlying mortgages are applied first to pay interest and then to retire securities. The classes of securities are retired sequentially. All principal payments are directed first to the shortest-maturity class (or A bonds). When those securities are completely retired, all principal payments are then directed to the next-shortest-maturity security (or B bond). This process continues until all of the classes have been paid off. The market for such CMOs has expanded considerably since its inception. The size of the primary issuance market and the active participation in the secondary market by securities dealers and other investors make government-related pools highly liquid. SECTION 4(2) COMMERCIAL PAPER The Fund may invest in commercial paper issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933. Section 4(2) commercial paper is restricted as to disposition under federal securities law and is generally sold to institutional investors, such as the Fund, who agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. Section 4(2) commercial paper is normally resold to other institutional investors like the Fund through or with the assistance of the issuer or investment dealers who make a market in Section 4(2) commercial paper, thus providing liquidity. The Fund believes that Section 4(2) commercial paper and possibly certain other restricted securities which meet the criteria for liquidity established by the Trust's Board of Trustees (the "Trustees") are quite liquid. The Fund intends, therefore, to treat the restricted securities which meet the criteria for liquidity established by the Trustees, including Section 4(2) commercial paper, as determined by the Fund's investment adviser, as liquid and not subject to the investment limitation applicable to illiquid securities. In addition, because Section 4(2) commercial paper is liquid, the Fund does not intend to subject such paper to the limitation applicable to restricted securities. REPURCHASE AGREEMENTS The Fund or its custodian will take possession of the securities subject to repurchase agreements, and these securities will be marked to market daily. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contacts. Additionally, the Fund may buy and sell call and put options on U.S. government securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer, who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contact below market price. Prior to the exercise or expiration of the call option, the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price on the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON U.S. GOVERNMENT SECURITIES The Fund may purchase put and call options on U.S. government securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the buyers or writers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restriction on resale under federal securities laws. The Fund will not invest more than 10% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions or resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. This transaction is similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of turnover exceeding 100%. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the portfolio turnover rate for the Fund was 39%. INVESTMENT LIMITATIONS BUYING ON MARGIN The Fund will not purchase any securities on margin but may obtain such short-term credits as may be necessary for the clearance of transactions. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. 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 objectives, policies, and limitations. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except portfolio securities in accordance with that section of the prospectus entitled "Lending of Portfolio Securities." CONCENTRATION OF INVESTMENTS The Fund will not invest 25% or more of the value of its total assets in any one industry. However, investing in U.S. government obligations shall not be considered investments in any one industry. SELLING SHORT The Fund will not sell securities short. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of the Fund's total assets, the Fund will not invest more than 5% of the value of its total assets in any one issuer (except cash and cash items, repurchase agreements, and U.S. government obligations). The Fund will not acquire more than 10% of the outstanding voting securities of any one issuer. Except as noted, the above investment limitations cannot be changed without shareholder approval. The following restrictions, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. RESTRICTED SECURITIES The Fund may invest up to 10% of its total assets in restricted securities. Certain restricted securities which the Trustees deem to be liquid will be excluded from this limitation. The restriction is not applicable to commercial paper issued under Section 4(2) of the Securities Act of 1933. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in portfolio instruments of unseasoned issuers, including their predecessors, that have been in operation for less than three years. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses, such as management fees, and therefore, any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 15% of its net assets in securities which are illiquid, including repurchase agreements providing for settlement in more than seven days after notice and certain restricted securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice President and Assistant Treasurer Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Trust Shares of the Fund: First Union National Bank, Trust Accounts, Charlotte, North Carolina, owned 277,887 shares (18.5%). As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: FUBS & Co., Alexandria, Virginia, owned 196,581 shares (5.1%). As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgement or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the Adviser earned $802,441, of which $465,195 was voluntarily waived. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time, to time use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the Fund incurred $139,691 in administrative service costs, of which $30,827 was voluntarily waived. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, brokers and administrators (financial institutions) received fees in the amount of $1,068,084, pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market values of the Fund's portfolio securities are determined as follows: according to prices provided by independent pricing services, which may be determined without exclusive reliance on quoted prices from dealers but which use market prices when most representative, and which may take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data employed in determining valuations for such securities; or for short-term obligations with remaining maturities of less than 60 days at the time of purchase, at amortized cost, unless the Trustees determines that particular circumstances of the security indicate otherwise. Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's cumulative total return for Class B Investment Shares for the period from January 12, 1993 (start of performance) to December 31, 1993 was 3.10%. The Fund's cumulative total return for Class C Investment Shares for the period from January 12, 1993 (start of performance) to December 31, 1993 was 2.68%. The Fund's cumulative total return for Trust Shares for the period from August 25, 1993 (start of performance) to December 31, 1993 was .49%. Cumulative total return reflects each class's total performance over a specific period of time. This total return assumes and is reduced by the payment of the maximum sales load, if applicable. Class B Shares' total return is representative of only 11.5 months of Fund activity since the commencement of operations. Class C Shares' total return is representative of only 11.5 months of Fund activity since the commencement of operations. Trust Shares' total return is representative of only four months of Fund activity since the commencement of operations. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Class B Investment Shares for the thirty-day period ended December 31, 1993 was 3.93%. The Fund's yield for Class C Investment Shares for the thirty-day period ended December 31, 1993 was 3.60%. The Fund's yield for Trust Shares for the thirty-day period ended December 31, 1993 was 4.35%. The yield for all classes of Shares of the Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of Shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a 12-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "U.S. government funds" category in advertising and sales literature. 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 INTERMEDIATE GOVERNMENT BOND INDEX is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. government or any agency thereof, or any quasi-federal corporation, and of corporate debt guaranteed by the U.S. government. Only notes and bonds with a minimum outstanding principal of $1 million and minimum maturity of one year and maximum maturity of ten years are included. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union U.S. Government Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. 3031008B (2/94) FIRST UNION UTILITY PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Utility Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-06 (9/94) FIRST UNION UTILITY PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Utility Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Restricted and Illiquid Securities 1 When-Issued and Delayed Delivery Transactions 1 Lending of Portfolio Securities 2 Reverse Repurchase Agreements 2 Options Transactions 2 Futures Transactions 3 Portfolio Turnover 4 Investment Limitations 4 TRUST MANAGEMENT 6 - --------------------------------------------------------------- Officers and Trustees 6 Fund Ownership 7 Trustee Liability 7 INVESTMENT ADVISORY SERVICES 8 - --------------------------------------------------------------- Adviser to the Fund 8 Advisory Fees 8 BROKERAGE TRANSACTIONS 8 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 9 - --------------------------------------------------------------- PURCHASING SHARES 9 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 10 DETERMINING NET ASSET VALUE 10 - --------------------------------------------------------------- Determining Market Value of Securities 10 REDEEMING SHARES 11 - --------------------------------------------------------------- Redemption in Kind 11 TAX STATUS 11 - --------------------------------------------------------------- The Fund's Tax Status 11 Shareholders' Tax Status 11 TOTAL RETURN 11 - --------------------------------------------------------------- YIELD 12 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 12 - --------------------------------------------------------------- APPENDIX 14 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Utility Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is high current income and moderate capital appreciation. The Fund invests primarily in a diversified portfolio of equity and debt securities issued by utility companies. The investment objective cannot be changed without approval of shareholders. U.S. GOVERNMENT OBLIGATIONS The types of U.S. government obligations in which the Fund may invest generally include direct obligations of the U.S. Treasury (such as U.S. Treasury bills, notes, and bonds) and obligations issued or guaranteed by U.S. government agencies or instrumentalities. These securities are backed by: the full faith and credit of the U.S. Treasury; the issuer's right to borrow from the U.S. Treasury; the discretionary authority of the U.S. government to purchase certain obligations of agencies or instrumentalities; or the credit of the agency or instrumentality issuing the obligations. Examples of agencies and instrumentalities which may not always receive financial support from the U.S. government are: Federal Farm Credit Banks; Federal Home Loan Banks; Federal National Mortgage Association; Student Loan Marketing Association; and Federal Home Loan Mortgage Corporation. RESTRICTED AND ILLIQUID SECURITIES The ability of the Board of Trustees ("Trustees") to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under the Rule. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities to the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of marketplace trades. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be repurchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. OPTIONS TRANSACTIONS As a means of reducing fluctuations in the net asset value of Shares of the Fund, the Fund may attempt to hedge all or a portion of its portfolio through the purchase of put options on portfolio securities and listed put options on financial futures contracts for portfolio securities. The Fund may also write covered call options on its portfolio securities to attempt to increase its current income. The Fund will maintain its positions in securities, option rights, and segregated cash subject to puts and calls until the options are exercised, closed, or have expired. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts. These options will be used only to protect portfolio securities against decreases in value resulting from market factors such as an anticipated increase in interest rates. A futures contract is a firm commitment by two parties: the seller who agrees to make delivery of the specific type of instrument called for in the contract ("going short") and the buyer who agrees to take delivery of the instrument ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt instruments issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. If the Fund would enter into financial futures contracts directly to hedge its holdings of fixed income securities, it would enter into contracts to deliver securities at an undetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at an undetermined price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the put option will increase in value. In such an event, the Fund will normally close out its option by selling an identical put option. If the hedge is successful, the proceeds received by the Fund upon the sale of the put option will be large enough to offset both the premium paid by the Fund for the put option plus the realized decrease in value of the hedged securities. Alternately, the Fund may exercise its put option to close out the position. To do so, it would enter into a futures contract of the type underlying the option. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost. WRITING COVERED OPTIONS The Fund may write (i.e., sell) covered call and put options. By writing a call option, the Fund becomes obligated during the term of the option to deliver the securities underlying the option upon payment of the exercise price. By writing a put option, the Fund becomes obligated during the term of the option to purchase the securities underlying the option at the exercise price if the option is exercised. The Fund also may write straddles (combinations of covered puts and calls on the same underlying security). The Fund may only write "covered" options. This means that so long as the Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option or, in the case of call options on U.S. Treasury bills, the Fund might own substantially similar U.S. Treasury bills. The Fund will be considered "covered" with respect to a put option it writes if, so long as it is obligated as the writer of the put option, it deposits and maintains with its custodian in a segregated account liquid assets having a value equal to or greater than the exercise price of the option. The principal reason for writing call or put options is to obtain, through a receipt of premiums, a greater current return than would be realized on the underlying securities alone. The Fund receives a premium from writing a call or put option which it retains whether or not the option is exercised. By writing a call option, the Fund might lose the potential for gain on the underlying security while the option is open, and by writing a put option, the Fund might become obligated to purchase the underlying security for more than its current market price upon exercise. PURCHASING OPTIONS The Fund may purchase both put and call options on its portfolio securities. These options will be used as a hedge to attempt to protect securities which the Fund holds or will be purchasing against decreases or increases in value. The Fund may purchase call and put options for the purpose of offsetting previously written call and put options of the same series. If the Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. The Fund currently does not intend to invest more than 5% of its net assets in options transactions. OPTIONS TRADING MARKETS Options which the Fund will trade must be listed on national securities exchanges. Exchanges on which such options currently are traded are the Chicago Board Options Exchange and the New York, American, Pacific and Philadelphia Stock Exchanges ("Exchanges"). FUTURES TRANSACTIONS The Fund may enter into currency and other financial futures contracts and write options on such contracts. The Fund intends to enter into such contracts and related options for hedging purposes. The Fund will enter into futures on securities, currencies or index-based futures contracts in order to hedge against changes in interest or exchange rates or securities prices. A futures contract on securities or currencies is an agreement to buy or sell securities or currencies during a designated month at whatever price exists at that time. A futures contract on a securities index does not involve the actual delivery of securities, but merely requires the payment of a cash settlement based on changes in the securities index. The Fund does not make payment or deliver securities upon entering into a futures contract. Instead, it puts down a margin deposit, which is adjusted to reflect changes in the value of the contract and which remains in effect until the contract is terminated. The Fund may sell or purchase currency and other financial futures contracts. When a futures contract is sold by the Fund, the profit on the contract will tend to rise when the value of the underlying securities or currencies declines and to fall when the value of such securities or currencies increases. Thus, the Fund sells futures contracts in order to offset a possible decline in the profit on its securities or currencies. If a futures contract is purchased by the Fund, the value of the contract will tend to rise when the value of the underlying securities or currencies increases and to fall when the value of such securities or currencies declines. The Fund intends to purchase put and call options on currency and other financial futures contracts for hedging purposes. A put option purchased by the Fund would give it the right to assume a position as the seller of a futures contract. A call option purchased by the Fund would give it the right to assume a position as the purchaser of a futures contract. The purchase of an option on a futures contract requires the Fund to pay a premium. In exchange for the premium, the Fund becomes entitled to exercise the benefits, if any, provided by the futures contract, but is not required to take any action under the contract. If the option cannot be exercised profitably before it expires, the Fund's loss will be limited to the amount of the premium and any transaction costs. The Fund may enter into closing purchase and sale transactions in order to terminate a futures contract and may buy or sell put and call options for the purpose of closing out its options positions. The Fund's ability to enter into closing transactions depends on the development and maintenance of a liquid secondary market. There is no assurance that a liquid secondary market will exist for any particular contract or at any particular time. As a result, there can be no assurance that the Fund will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Fund is not able to enter into an offsetting transaction, the Fund will continue to be required to maintain the margin deposits on the contract and to complete the contract according to its terms, in which case it would continue to bear market risk on the transaction. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. When the Fund purchases futures contracts, an amount of cash and cash equivalents, equal to the underlying commodity value of the futures contracts (less any related margin deposits), will be deposited in a segregated account with the Fund's custodian (or the broker, if legally permitted) to collateralize the position and thereby insure that the use of such futures contracts is unleveraged. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objectives. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of turnover exceeding 85%. INVESTMENT LIMITATIONS CONCENTRATION OF INVESTMENTS The Fund will not invest more than 25% of its total assets (valued at the time of investment) in securities of companies engaged principally in any one industry other than the utilities industry, except that this restriction does not apply to cash or cash items and securities issued or guaranteed by the United States government or its agencies or instrumentalities. 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 transactions. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities except that the Fund may borrow money directly or through reverse repurchase agreements in amounts up to one-third of the value of its total assets, including the amount borrowed and except to the extent that the Fund may enter into futures contracts. The Fund will not borrow money or engage in reverse repurchase agreements 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. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. However, the Fund may enter into futures contracts on financial instruments or currency and sell or buy options on such contracts. LENDING CASH OR SECURITIES The Fund will not lend any of its assets, except portfolio securities up to 15% of the value of its total assets. This shall not prevent the Fund from purchasing or holding corporate or government bonds, debentures, notes, certificates of indebtedness or other debt securities of an issuer, repurchase agreements, or other transactions which are permitted by the Fund's investment objectives and policies or the Trust's Declaration of Trust. 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 objectives, policies, and limitations. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options and segregation or collateral arrangements made in connection with options activities. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests in real estate, although it may invest in securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, the Fund will not purchase the securities of any issuer (other than cash, cash items, or securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities and repurchase agreements collateralized by such securities) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer. The Fund will not acquire more than 10% of the outstanding voting securities of any one issuer. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material changes in these limitations become effective. INVESTING IN RESTRICTED SECURITIES The Fund will not invest more than 10% of its total assets in securities subject to restrictions on resale under the Securities Act of 1933, except for commercial paper issued under Section 4(2) of the Securities Act of 1933 and certain other restricted securities which meet the criteria for liquidity as established by the Trustees. To comply with certain state restrictions, the Fund will limit these transactions to 5% of its total assets. (If state restrictions change, this latter restriction may be revised without shareholder approval or notification.) INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 15% of its net assets in illiquid securities, including repurchase agreements providing for settlement more than seven days after notice, non-negotiable time deposits, and certain restricted securities not determined by the Trustees to be liquid. INVESTING TO EXERCISE CONTROL The Fund will not purchase securities of an issuer for the purpose of exercising control or management. INVESTING IN PUT OPTIONS The Fund will not purchase put options on securities, unless the securities are held in the Fund's portfolio and not more than 5% of the Fund's total assets would be invested in premiums on open put option positions. WRITING COVERED CALL OPTIONS The Fund will not write call options on securities unless the securities are held in the Fund's portfolio or unless the Fund is entitled to them in deliverable form without further payment or after segregating cash in the amount of any further payment. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of its total assets in securities of issuers which have records of less than three years of continuous operations, including their predecessors. INVESTING IN WARRANTS The Fund will not invest more than 5% of its net assets in warrants, including those acquired in units or attached to other securities. To comply with certain state restrictions, the Fund will limit its investment in such warrants not listed on the New York or American Stock Exchanges to 2% of its net assets. (If state restrictions change, this latter restriction may be revised without notice to shareholders.) For purposes of this investment restriction, warrants acquired by the Fund in units or attached to securities may be deemed to be without value. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and, therefore, any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. To comply with registration requirements in certain states, the Fund (a) will limit the aggregate value of the assets underlying covered call options or put options written by the Fund to not more than 25% of its net assets, (b) will limit the premiums paid for options purchased by the Fund to 20% of its net assets, and (c) will limit the margin deposits on futures contracts entered into by the Fund to 5% of its net assets. (If state requirements change, these restrictions may be revised without shareholder notification.) The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not effective. As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market values of the Fund's portfolio securities, other than options, are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices, and for bonds and other fixed income securities, as determined by an independent pricing service; for unlisted equity securities, the latest bid prices; or for short-term obligations, according to the mean between bid and asked prices as furnished by an independent pricing service, or for short-term obligations with remaining maturities of 60 days or less at the time of purchase, at amortized cost or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional Shares, assuming a quarterly reinvestment of all dividends and distributions. YIELD - -------------------------------------------------------------------------------- The yield for all classes of Shares of the Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of shares over a thirty-day period by the offering price per Share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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. ("LIPPER"), an independent mutual fund rating service, ranks funds in various fund categories by making comparative calculations using total return. Total return assumes the reinvestment of all capital gains distributions and income dividends and takes into account any change in net asset value over a specified period of time. From time to time, the Fund will quote its Lipper ranking in the "utility funds" category in advertising and sales literature. DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected blue chip industrial corporations as well as public utility and transportation companies. The DJIA indicates daily changes in the average price of stocks in any of its categories. It also reports total sales for each group of industries. Because it represents the top corporations of America, the DJIA is a leading economic indicator for the stock market as a whole. STANDARD & POOR'S UTILITY INDEX is an unmanaged index of common stocks from forty different utilities. This index indicates daily changes in the price of the stocks. The index also provides figures for changes in price from the beginning of the year to date, and for a twelve month period. DOW JONES UTILITY INDEX is an unmanaged index comprised of fifteen utility stocks that tracks changes in price daily and over a six month period. The index also provides the highs and lows for each of the past five years. 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. STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite index of common stocks in industry, transportation, and financial and public utility companies, can be used to compare to the total returns of funds whose portfolios are invested primarily in common stocks. In addition, the Standard & Poor's index assumes reinvestments of all dividends paid by stocks listed on its index. Taxes due on any of these distributions are not included, nor are brokerage or other fees calculated in the Standard & Poor's figures. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION CORPORATE BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. CORPORATE 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. STANDARD & POOR'S CORPORATION COMMERCIAL PAPER RATING DEFINITIONS A-1--This highest category 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. MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS 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: _Leading market positions in well established industries. _High rates of return on funds employed. _Conservative capitalization structures with moderate reliance on debt and ample asset protection. _Broad margins in earnings coverage of fixed financial markets and assured sources of alternate liquidity. _Well-established access to a range of financial markets and assured sources of alternate liquidity. PRIME-2--Issuers rated PRIME-2 (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 alternative liquidity is maintained. 3092403B (2/93) FIRST UNION MANAGED BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES STATEMENT OF ADDITIONAL INFORMATION This Statement of Additional Information should be read with the prospectus of Trust Shares for First Union Managed Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 1 - --------------------------------------------------------------- Types of Investments 1 Restricted and Illiquid Securities 1 When-Issued and Delayed Delivery Transactions 1 Options Transactions 2 Lending of Portfolio Securities 3 Reverse Repurchase Agreements 3 Portfolio Turnover 3 Investment Limitations 3 TRUST MANAGEMENT 5 - --------------------------------------------------------------- Officers and Trustees 5 Fund Ownership 6 Trustee Liability 6 INVESTMENT ADVISORY SERVICES 7 - --------------------------------------------------------------- Adviser to the Fund 7 Advisory Fees 7 BROKERAGE TRANSACTIONS 7 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 8 - --------------------------------------------------------------- PURCHASING SHARES 8 - --------------------------------------------------------------- Distribution Plan (Investment Shares) 9 DETERMINING NET ASSET VALUE 9 - --------------------------------------------------------------- Determining Market Value of Securities 9 REDEEMING SHARES 10 - --------------------------------------------------------------- Redemption in Kind 10 TAX STATUS 10 - --------------------------------------------------------------- The Fund's Tax Status 10 Shareholders' Tax Status 10 TOTAL RETURN 10 - --------------------------------------------------------------- YIELD 11 - --------------------------------------------------------------- PERFORMANCE COMPARISONS 11 - --------------------------------------------------------------- FINANCIAL STATEMENTS 12 - --------------------------------------------------------------- APPENDIX 13 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Managed Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." The Trust has established three classes of shares: Trust Shares ("Shares"), Class B Investment Shares (not currently offered) and Class C Investment Shares (not currently offered). This Statement of Additional Information relates to the Trust Shares of the Fund. INVESTMENT OBJECTIVES AND POLICIES - -------------------------------------------------------------------------------- The investment objective of the Fund is to achieve total return. The investment objective cannot be changed without approval of shareholders. TYPES OF INVESTMENTS The Fund invests primarily in investment grade bonds which include domestic issues of corporate debt obligations rated A or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation; and obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities. U.S. GOVERNMENT OBLIGATIONS The types of U.S. government obligations in which the Fund may invest generally include obligations issued or guaranteed by U.S. government agencies or instrumentalities. These securities are backed by: the discretionary authority of the U.S. government to purchase certain obligations of agencies or instrumentalities; or the credit of the agency or instrumentality issuing the obligations. Examples of agencies and instrumentalities which may not always receive financial support from the U.S. government are: Federal Farm Credit Banks; Federal Home Loan Banks; Federal National Mortgage Association; Student Loan Marketing Association; and Federal Home Loan Mortgage Corporation. RESTRICTED AND ILLIQUID SECURITIES The ability of the Board of Trustees ("Trustees") to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. OPTIONS TRANSACTIONS As a means of reducing fluctuations in the net asset value of shares of the Fund, the Fund may attempt to hedge all or a portion of its portfolio through the purchase of put options on portfolio securities and listed put options on financial futures contracts for portfolio securities. The Fund may also write covered call options on its portfolio securities and covered put options to attempt to increase its current income. The aggregate value of the obligations underlying the puts will not exceed 50% of the Fund's net assets. This policy cannot be changed without shareholder approval. The Fund will maintain its positions in securities, option rights, and segregated cash subject to puts and calls until the options are exercised, closed, or have expired. An option position may be closed out only on an exchange which provides a secondary market for an option of the same series. PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts. These options will be used only to protect portfolio securities against decreases in value resulting from market factors such as an anticipated increase in interest rates. A futures contract is a firm commitment by two parties: the seller who agrees to make delivery of the specific type of instrument called for in the contract ("going short") and the buyer who agrees to take delivery of the instrument ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt instruments issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. If the Fund would enter into financial futures contracts directly to hedge its holdings of fixed income securities, it would enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" to hedge against a decline in market interest rates. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a predetermined price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the put option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the put option will be large enough to offset both the premium paid by the Fund for the put option plus the realized decrease in value of the hedged securities. Alternately, the Fund may exercise its put option to close out the position. To do so, it would enter into a futures contract of the type underlying the option. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid for the contract will be lost. LIMITATION ON OPEN FUTURES POSITION The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures position. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities in its portfolio. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying securities from the seller. WRITING COVERED PUT AND CALL OPTIONS The Fund may also write covered put and call options to generate income. As the writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As the writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any such additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REVERSE REPURCHASE AGREEMENTS The Fund may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. PORTFOLIO TURNOVER The Fund will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Fund's investment objective. The portfolio turnover rates for the fiscal years ended December 31, 1993 and 1992 were 53% and 56%, respectively. INVESTMENT LIMITATIONS BUYING ON MARGIN The Fund will not purchase any securities on margin, but may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities. SELLING SHORT The Fund will not make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of such securities or of securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. The use of short sales will allow the Fund to retain certain bonds in its portfolio longer than it would without such sales. To the extent that the Fund receives the current income produced by such bonds for a longer period than it might otherwise, the Fund's investment objective of current income is furthered. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities except that the Fund may borrow money and engage in reverse repurchase agreements in amounts up to one-third of the value of its total assets, including the amounts borrowed. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage, but rather as a temporary, extraordinary, or emergency measure or 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 any borrowings are outstanding. During the period any reverse repurchase agreements are outstanding, but only to the extent necessary to assure completion of the reverse repurchase agreements, the Fund will restrict the purchase of portfolio instruments to money market instruments maturing on or before the expiration date of the reverse repurchase agreements. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. Margin deposits for the purchase and sale of financial futures contracts and related options are not deemed to be a pledge. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, although it may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities or commodity contracts. However, the Fund may enter into futures contracts on financial instruments or currency and sell or buy options on such contracts. RESTRICTED SECURITIES The Fund will not invest more than 10% of its net assets in securities subject to restrictions on resale under the Securities Act of 1933 (except for certain restricted securities which meet the criteria for liquidity established by the Trustees). 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. LENDING CASH OR SECURITIES The Fund will not lend any of its assets except portfolio securities in accordance with its investment objective, policies and limitations. CONCENTRATION OF INVESTMENTS The Fund will not invest 25% or more of the value of its total assets in any one industry, except that it may invest more than 25% of its total assets in securities issued or guaranteed by U.S. government, its agencies or instrumentalities. DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, the Fund will not purchase securities of any one issuer (other than cash, cash items or securities issued or guaranteed by the U.S. government, its agencies or instrumentalities) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer. The above investment limitations cannot be changed without shareholder approval. The following investment limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these policies becomes effective. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ILLIQUID SECURITIES The Fund will not invest more than 10% of its net assets in securities which are illiquid, including repurchase agreements providing for settlement in more than seven days after notice, and certain restricted securities determined by the Trustees not to be liquid. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. INVESTING IN MINERALS The Fund will not purchase interests in oil, gas, or other mineral exploration or development programs or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services. POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice Treasurer President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Class B and Class C Investment Shares of the Fund were not being offered. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Adviser earned advisory fees of $576,619, $591,232 and $351,933, respectively. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund paid $1,662, $16,922, and $3,375 in commissions on brokerage transactions, respectively. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the prospectus. For the fiscal years ended December 31, 1993, 1992, and 1991, the Fund incurred $101,082, $109,032, and $72,661, in administrative service costs, of which $36,701, $52,759, and $0 was voluntarily waived, respectively. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The First Union Funds will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in a Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in any First Union Funds over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchases Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in a Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in a Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the First Union Funds with a sales charge, and $70,000 in Shares of another Fund with a sales charge, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLAN (INVESTMENT SHARES) With respect to the Investment Shares of the Fund, the Trust has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plan permits the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Investment Shares. The Plan is designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and its holders of Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and its holders of Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Investment Shares. By adopting the Plan, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plan include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plan for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which net asset value of Shares is calculated by the Fund are described in the prospectus. DETERMINING MARKET VALUE OF SECURITIES The market value of the Fund's portfolio securities, other than options, are determined as follows: according to the last sale price on a national securities exchange, if available; in the absence of recorded sales for equity securities, according to the mean between the current closing bid and asked prices and for bonds and other fixed income securities 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, or for short-term obligations with remaining maturities of less than 60 days at the time of purchase, at amortized cost unless the Trustees determine this is not fair value; or at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices. Pricing services may consider: yield; quality; coupon rate; maturity; type of issue; trading characteristics; and other market data. Over-the-counter put options will be valued at the mean between the bid and the asked prices. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request. Redemptions will be made on days on which the Fund computes its net asset value. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional Shares. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's average annual total returns for Trust Shares for the one year period ended December 31, 1993 and for the period from April 1, 1991 (start of performance) to December 31, 1993 were 10.59% and 10.15%, respectively. Investment Shares were not being offered during the period ended December 31, 1993. The average annual total return for Trust Shares of the Fund 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 net asset value 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, adjusted over the period by any additional shares, assuming the monthly reinvestment of all dividends and distributions. YIELD - -------------------------------------------------------------------------------- The Fund's yield for Trust Shares for the thirty-day period ended December 31, 1993 was 5.26%. Investment Shares were not being offered during the period ended December 31, 1993. The yield for Trust Shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC) earned over a thirty-day period by the maximum offering price per share on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's expenses; and various other factors; The performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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: LEHMAN GOVERNMENT/CORPORATE BOND INDEX is comprised of approximately 5,000 issues which include non-convertible bonds publicly issued by the U.S. government or its agencies; corporate bonds guaranteed by the U.S. government and quasi-federal corporations; and publicly issued, fixed rate, non-convertible domestic bonds of companies in industry, public utilities, and finance. The average maturity of these bonds approximates nine years. Tracked by Lehman Brothers, Inc., the index calculates total returns for one-month, three-month, twelve-month, and ten-year periods and year-to-date. _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. SALOMON BROTHERS AAA-AA CORPORATE index calculates total returns of approximately 775 issues which include long-term, high grade domestic corporate taxable bonds, rated AAA-AA with maturities of twelve years or more and companies in industry, public utilities, and finance. SALOMON BROTHERS BROAD INVESTMENT-GRADE (BIG) BOND INDEX is a market capitalization-weighted index that covers an all-inclusive universe of institutionally traded U.S. Treasury, agency, mortgage, and corporate securities. The index includes all fixed-rate bonds with a maturity of one year or longer. Only issues with at least a $50-million amount outstanding ($200 million for mortgage coupons) can be added to the index, and they remain until their amount outstanding falls below $25 million. Advertisements and other sales literature may quote total returns which are calculated on non-standardized base periods. The total returns represent the historic change in the value of an investment based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Managed Bond Portfolio for the fiscal year ended December 31, 1993 are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION CORPORATE BOND 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. MOODY'S INVESTORS SERVICE, INC. CORPORATE 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 edge." 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. STANDARD & POOR'S CORPORATION COMMERCIAL PAPER RATING DEFINITIONS A-1--This highest category 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. MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS 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: Leading market positions in well established industries. High rates of return on funds employed. Conservative capitalization structures with moderate reliance on debt and ample asset protection. Broad margins in earnings coverage of fixed financial charges and high internal cash generation. _Well-established access to a range of financial markets and assured sources of alternate liquidity. PRIME-2--Issuers rated PRIME-2 (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 alternative liquidity is maintained. 2120212B (2/94) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS (Portfolios of First Union Funds) Trust Shares - -------------------------------------------------------------------------------- Supplement to Prospectus dated February 28, 1994 Effective September 1, 1994, First Union Single State Municipal Bond Funds (the "Funds") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. A. Please delete the "Summary of Fund Expenses" table on pages 4 and 5 and replace it with the following: - ------------------------- SUMMARY OF ------------------------- - ------------------------- FUND EXPENSES ------------------------- First Union Single State Municipal Bond Funds Trust Shares
North South Florida Georgia Carolina Carolina Virginia Municipal Municipal Municipal Municipal Municipal Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund --------- --------- --------- --------- --------- Trust Shares-- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)... None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).................... None None None None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable)........................ None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)....... None None None None None Exchange Fee........................... None None None None None Annual Trust Shares Operating Expenses* (As a percentage of projected average net assets) Management Fee (after waiver) (1)...... 0.00% 0.00% 0.16% 0.00% 0.00% 12b-1 Fees............................. None None None None None Total Other Expenses (after waiver and reimbursement) (2).................... 0.37% 0.37% 0.38% 0.00% 0.37% Total Trust Shares Operating Expenses (3)..................... 0.37% 0.37% 0.54% 0.00% 0.37%
(1) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. - ------------------------- SUMMARY OF ------------------------- - ------------------------- FUND EXPENSES ------------------------- (Continued) First Union Single State Municipal Bond Funds Trust Shares (2) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.73%, 2.17%, 2.71%, and 2.41%, respectively, absent the anticipated voluntary waivers by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (3) Total Trust Shares Operating Expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 1.23%, 2.67%, 0.88%, 3.21%, and 2.91%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 1 and 2. * Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Trust Shares. Florida Municipal Bond Fund.................................. $4 $12 Georgia Municipal Bond Fund.................................. $4 $12 North Carolina Municipal Bond Fund........................... $6 $17 South Carolina Municipal Bond Fund........................... $0 $ 0 Virginia Municipal Bond Fund................................. $4 $12
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Trust Shares of the Funds. The Funds also offer three additional classes of shares called Class B Shares, Class C Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Class B Shares, Class C Shares and Class D Shares are subject to certain of the same expenses as Trust Shares. However, Class B Shares are subject to a 12b-1 fee of 0.25 of 1%, Class C Shares and Class D Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1%. In addition, Class B Shares bear a maximum front-end sales charge of 4.75%, Class C Shares bear a maximum contingent deferred sales charge of 5.00% and Class D Shares bear a maximum contingent deferred sales charge of 1.00%. See "Other Classes of Shares". September 1, 1994 FEDERATED SECURITIES CORP. - -------------------------------------------------------------------------------- Distributor G00389-15-A (9/94) FIRST UNION SINGLE STATE - ------------------------ MUNICIPAL BOND ------------------------ - ------------------------ ------------------------ FUNDS Portfolios of First Union Funds TRUST SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S February 28, 1994 First Union Funds (the "Trust") is a mutual fund with 15 portfolios, offering a variety of investment opportunities. The Trust currently includes five non- diversified Single State Municipal Bond Funds, seven diversified Equity and Income Funds and three diversified Money Market Funds. They are: Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. Equity and Income Funds .First Union Balanced Portfolio; .First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio (Investment Shares not currently offered); . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and .First Union Value Portfolio. Money Market Funds .First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and . First Union Treasury Money Market Portfolio. This prospectus provides you with information specific to the Trust Shares of First Union Single State Municipal Bond Funds. It concisely describes the information which you should know before investing in Trust Shares of any of the First Union Single State Municipal Bond Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union Single State Municipal Bond Fund in its Statement of Additional Information dated February 28, 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statements are available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222- 3779 or by calling 1-800-326-2584. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF FIRST UNION, ARE NOT ENDORSED OR GUARANTEED BY FIRST UNION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------ TABLE OF ------------------------ - ------------------------ CONTENTS ------------------------ SUMMARY 2 HOW TO REDEEM SHARES 15 - ------------------------------------- ------------------------------------- SUMMARY OF FUND EXPENSES 4 MANAGEMENT OF FIRST UNION FUNDS 15 - ------------------------------------- ------------------------------------- FEES AND EXPENSES 16 FINANCIAL HIGHLIGHTS 5 - ------------------------------------- ------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 9 - ------------------------------------- SHAREHOLDER RIGHTS AND PRIVILEGES 17 ------------------------------------- OTHER INVESTMENT POLICIES 11 - ------------------------------------- DISTRIBUTIONS AND TAXES 18 ------------------------------------- SHAREHOLDER GUIDE 12 - ------------------------------------- TAX INFORMATION 19 ------------------------------------- HOW TO BUY SHARES 13 - ------------------------------------- OTHER CLASSES OF SHARES 21 ------------------------------------- HOW TO CONVERT YOUR INVESTMENT FROM ONE FIRST UNION FUND TO ANOTHER ADDRESSES Inside Back Cover FIRST UNION FUND 14 ------------------------------------- - ------------------------------------- - ------------------------ SUMMARY ------------------------ - ------------------------ ------------------------ DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 15 portfolios, each representing a different First Union Fund. Each Single State Municipal Bond Fund currently offers three classes of shares: Class B Investment Shares ("Class B Shares"), Class C Investment Shares ("Class C Shares"), and Trust Shares. Class B Shares and Class C Shares are sold to individuals and other customers of First Union (the "Adviser"). Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). This prospectus relates only to Trust Shares ("Shares") of the First Union Single State Municipal Bond Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Shares are offered in the following five Single State Municipal Bond Funds: . FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO ("FLORIDA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax consistent with preservation of capital. In addition, the Fund intends to qualify as an investment exempt from the Florida state intangibles tax; . FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO ("GEORGIA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and Georgia state income tax, consistent with preservation of capital; . FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO ("NORTH CAROLINA MUNICIPAL BOND FUND")-- seeks current income exempt from federal regular income tax and North Carolina state income tax, consistent with preservation of capital. In addition, the Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax; . FIRST UNION SOUTH CAROLINA MUNICIPAL BOND PORTFOLIO ("SOUTH CAROLINA MUNICIPAL BOND FUND")-- seeks current income exempt from federal regular income tax and South Carolina State income tax; and . FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO ("VIRGINIA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and Virginia state income tax, consistent with preservation of capital. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. PURCHASING AND REDEEMING SHARES For information on purchasing Trust Shares of any of the Single State Municipal Bond Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS TRUST SHARES
North South Florida Georgia Carolina Carolina Virginia Municipal Municipal Municipal Municipal Municipal Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund --------- --------- --------- --------- --------- TRUST SHARES-- SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price)... None None None None None Maximum Sales Load Imposed on Rein- vested Dividends (as a percentage of offering price)................................ None None None None None Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable).............. None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)........................ None None None None None Exchange Fee........................... None None None None None ANNUAL TRUST SHARES OPERATING EXPENSES* (As a percentage of projected average net assets) Management Fee (after waiver) (1)...... 0.00% 0.00% 0.16% 0.00% 0.00% 12b-1 Fees............................. None None None None None Total Other Expenses (after waiver and reimbursement) (2).................... 0.37% 0.37% 0.38% 0.00% 0.37% Total Trust Shares Operating Ex- penses (3)............................ 0.37% 0.37% 0.54% 0.00% 0.37%
(1) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. (2) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.73%, 2.17%, 2.71%, and 2.41%, respectively, absent the anticipated voluntary waivers by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (3) Total Trust Shares operating expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 1.23%, 2.67%, 0.88%, 3.21%, and 2.91%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 1 and 2. * Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Trust Shares. Florida Municipal Bond Fund.................................. $4 $12 Georgia Municipal Bond Fund.................................. $4 $12 North Carolina Municipal Bond Fund........................... $6 $17 South Carolina Municipal Bond Fund........................... $0 $ 0 Virginia Municipal Bond Fund................................. $4 $12
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. The information set forth in the foregoing table and example relates only to Trust Shares of the Funds. The Funds also offer two additional classes of shares called Class B Shares and Class C Shares. Class B Shares and Class C Shares are subject to certain of the same expenses as Trust Shares. However, Class B Shares are subject to a 12b-1 fee of .25 of 1%, and Class C Shares are subject to a 12b-1 fee of .75 of 1%. In addition, Class B Shares bear a maximum front-end sales load of 4.00%, while Class C Shares bear a maximum contingent deferred sales load of 4.00%. See "Other Classes of Shares." - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES (A) SHARES (A) ------------------ ------------------- PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993** - --------------------------------------- ------------------ ------------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - --------------------------------------- INCOME FROM INVESTMENT OPERATIONS - --------------------------------------- Net investment income 0.22 0.20 - --------------------------------------- Net realized and unrealized gain 0.34 0.34 (loss) on investments ------ ------ - --------------------------------------- Total from investment operations 0.56 0.54 - --------------------------------------- LESS DISTRIBUTIONS - --------------------------------------- Dividends to shareholders from net in- (0.22) (0.20) vestment income ------ ------ - --------------------------------------- NET ASSET VALUE, END OF PERIOD $10.34 $10.34 - --------------------------------------- ------ ------ TOTAL RETURN*** 5.63% 5.40% - --------------------------------------- RATIOS TO AVERAGE NET ASSETS - --------------------------------------- Expenses 0.25%(c) 0.75%(c) - --------------------------------------- Net investment income 4.92%(c) 4.46%(c) - --------------------------------------- Expense waiver/reimbursement (b) 1.58%(c) 1.58%(c) - --------------------------------------- SUPPLEMENTAL DATA - --------------------------------------- Net assets, end of period (000 omit- ted) $8,110 $18,383 - --------------------------------------- Portfolio turnover rate 3% 3% - ---------------------------------------
* Reflects operations for the period from July 6, 1993 (commencement of operations) to December 31, 1993. ** Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES (A) SHARES (A) ------------------ ------------------ PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993* - ---------------------------------------- ------------------ ------------------ NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ---------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------------------------- Net investment income 0.201 0.179 - ---------------------------------------- Net realized and unrealized gain (loss) 0.193 0.193 on investments ------- ------- - ---------------------------------------- Total from investment operations 0.394 0.372 - ---------------------------------------- LESS DISTRIBUTIONS - ---------------------------------------- Dividends to shareholders from net in- vestment income (0.201) (0.179) - ---------------------------------------- Distributions to shareholders from net realized gain on investment transac- (0.003) (0.003) tions ------- ------- - ---------------------------------------- TOTAL DISTRIBUTIONS (0.204) (0.182) - ---------------------------------------- ------- ------- NET ASSET VALUE, END OF PERIOD $10.19 $10.19 - ---------------------------------------- ------ ------ TOTAL RETURN** 3.96% 3.74% - ---------------------------------------- RATIOS TO AVERAGE NET ASSETS - ---------------------------------------- Expenses 0.25%(c) 0.75%(c) - ---------------------------------------- Net investment income 4.71%(c) 4.15%(c) - ---------------------------------------- Expense waiver/reimbursement (b) 6.57%(c) 6.57%(c) - ---------------------------------------- SUPPLEMENTAL DATA - ---------------------------------------- Net assets, end of period (000 omitted) $817 $3,692 - ---------------------------------------- Portfolio turnover rate 15% 15% - ----------------------------------------
* Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. **Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES (B) SHARES (B) ------------------- ------------------- PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993** DECEMBER 31, 1993** - ------------------------------------- ------------------- ------------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ------------------------------------- Net investment income 0.46 0.42 - ------------------------------------- Net realized and unrealized gain (loss) on 0.64 0.64 investments ------ ------ - ------------------------------------- Total from investment operations 1.10 1.06 - ------------------------------------- LESS DISTRIBUTIONS - ------------------------------------- Dividends to shareholders from net investment income (0.46) (0.42) - ------------------------------------- Distributions to shareholders from net realized gains on investment (0.03) (0.03) transactions ------ ------ - ------------------------------------- Total distributions (0.49) (0.45) - ------------------------------------- ------ ------ NET ASSET VALUE, END OF PERIOD $10.61 $10.61 - ------------------------------------- ------ ------ TOTAL RETURN* 11.28% 10.80% - ------------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------------- Expenses 0.32%(a) 0.79%(a) - ------------------------------------- Net investment income 4.91%(a) 4.47%(a) - ------------------------------------- Expense waiver/reimbursement(c) 0.93%(a) 0.95%(a) - ------------------------------------- SUPPLEMENTAL DATA - ------------------------------------- Net assets, end of period (000 omit- ted) $12,739 $45,168 - ------------------------------------- Portfolio turnover rate 57% 57% - -------------------------------------
* Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. (a) Computed on an annualized basis. (b) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (c) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES (A) SHARES (A) ------------------ ------------------ PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993* - ---------------------------------------- ------------------ ------------------ NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ---------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------------------------- Net investment income 0.20 0.17 - ---------------------------------------- Net realized and unrealized gain (loss) 0.19 0.19 on investments ------ ------ - ---------------------------------------- Total from investment operations 0.39 0.36 - ---------------------------------------- LESS DISTRIBUTIONS - ---------------------------------------- Dividends to shareholders from net in- (0.20) (0.17) vestment income ------ ------ - ---------------------------------------- NET ASSET VALUE, END OF PERIOD $10.19 $10.19 - ---------------------------------------- ------ ------ TOTAL RETURN** 3.89% 3.66% - ---------------------------------------- RATIOS TO AVERAGE NET ASSETS - ---------------------------------------- Expenses 0.25%(b) 0.75%(b) - ---------------------------------------- Net investment income 4.64%(b) 4.25%(b) - ---------------------------------------- Expense waiver/reimbursement (c) 7.50%(b) 7.50%(b) - ---------------------------------------- SUPPLEMENTAL DATA - ---------------------------------------- Net assets, end of period (000 omitted) $1,306 $2,235 - ---------------------------------------- Portfolio turnover rate 0% 0% - ----------------------------------------
* Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. ** Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) Computed on an annualized basis. (c) The voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. INVESTMENT - ------------------------ OBJECTIVES ------------------------ - ------------------------ AND POLICIES ------------------------ First Union Single State Municipal Bond Funds seek current income exempt from federal regular income tax and, where applicable, state income taxes, consistent with preservation of capital. In addition, the Florida Municipal Bond Fund intends to qualify as an investment exempt from the Florida state intangibles tax, and the North Carolina Municipal Bond Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. DESCRIPTION OF THE FUNDS Each Fund seeks current income which is exempt from federal regular income tax and (where applicable) the designated state income tax consistent with preservation of capital. In addition, the Florida Municipal Bond Fund intends to qualify as an investment exempt from the Florida state intangibles tax, and the North Carolina Municipal Bond Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax. As a matter of fundamental investment policy, each Fund will normally invest its assets so that at least 80% of its annual interest income is, or at least 80% of its net assets are invested in, obligations which provide interest income which is exempt from federal regular income taxes. The interest retains its tax-free status when distributed to the Fund's shareholders. In addition, at least 65% of the value of each Fund's total assets will be invested in municipal bonds of the particular state after which the Fund is named. To qualify as an investment exempt from the Florida state intangibles tax, the Florida Municipal Bond Fund's portfolio must consist entirely of investments exempt from the Florida state intangibles tax on the last business day of the calendar year. TYPES OF INVESTMENTS Each Fund seeks to achieve its investment objective by investing principally in municipal obligations, including industrial development bonds, of its designated state. In addition, the Funds may invest in obligations issued by or on behalf of any state, territory, or possession of the United States, including the District of Columbia, or their political subdivisions or agencies and instrumentalities, the interest from which is exempt from federal regular income tax. It is likely that shareholders who are subject to the alternative minimum tax will be required to include interest from a portion of the municipal securities owned by a Fund in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The municipal bonds in which the Funds will invest are subject to one or more of the following quality standards: rated Baa or better by Moody's Investors Service, Inc. ("Moody's") or BBB or better by Standard & Poor's Corporation ("S&P") or, if unrated, determined by the Adviser to be of comparable quality to such ratings; insured by a municipal bond insurance company which is rated Aaa by Moody's or AAA by S&P; guaranteed at the time of purchase by the U.S. government as to the payment of principal and interest; or fully collateralized by an escrow of U.S. government securities. Bonds rated BBB by S&P or Baa by Moody's have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. If any security owned by a Fund loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. If ratings made by Moody's or S&P change because of changes in those organizations or their ratings systems, the Funds will try to use comparable ratings as standards in accordance with the Funds' investment objectives. A description of the rating categories is contained in the Appendix of the Statement of Additional Information for each Fund. Other types of investments include: participation interests in any of the above obligations. (Participation interests may be purchased from financial institutions such as commercial banks, savings and loan associations and insurance companies, and give a Fund an undivided interest in particular municipal securities); variable rate municipal securities. (Variable rate securities offer interest rates which are tied to a money market rate, usually a published interest rate or interest rate index or the 91-day U.S. Treasury bill rate. Many of these securities are subject to prepayment of principal on demand by the Fund, usually in seven days or less); and municipal leases issued by state and local governments or authorities to finance the acquisition of equipment and facilities. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, a Fund may temporarily invest in short-term tax- exempt or taxable investments. These temporary investments include: notes issued by or on behalf of municipal or corporate issuers; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; other debt securities; commercial paper; bank certificates of deposit; shares of other investment companies; and repurchase agreements. There are no rating requirements applicable to temporary investments. However, the Adviser will limit temporary investments to those it considers to be of comparable quality to the Fund's primary investments. Although the Funds are permitted to make taxable, temporary investments, there is no current intention of generating income subject to federal regular income tax. However, certain temporary investments will generate income which is subject to state taxes. MUNICIPAL BONDS Municipal bonds are debt obligations issued by the state or local entities to support a government's general financial needs or special projects, such as housing projects or sewer works. Municipal bonds include industrial development bonds issued by or on behalf of public authorities to provide financing aid to acquire sites or construct or equip facilities for privately or publicly owned corporations. The two principal classifications of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the issuer's pledge of its full faith and credit and taxing power for the payment of principal and interest. Revenue bonds are paid off only with the revenue generated by the project financed by the bond or other specified sources of revenue. For example, in the case of a bridge project, proceeds from the tolls would go directly to retiring the bond issue. Thus, unlike general obligation bonds, revenue bonds do not represent a pledge of credit or create any debt of or charge against the general revenues of a municipality or public authority. RISK FACTORS Bond yields are dependent on several factors including market conditions, the size of an offering, the maturity of the bond, ratings of the bond and the ability of issuers to meet their obligations. There is no limit on the maturity of the bonds purchased by the Funds. Because the prices of bonds fluctuate inversely in relation to the direction of interest rates, the prices of longer term bonds fluctuate more widely in response to market interest rate changes. A Fund's concentration in securities issued by its designated state and that state's political subdivisions provides a greater level of risk than a fund which is diversified across numerous states and municipal entities. An expanded discussion of the risks associated with the purchase of the designated state's municipal bonds is contained in the respective Statements of Additional Information. - ------------------------ OTHER INVESTMENT ------------------------ - ------------------------ POLICIES ------------------------ The Funds have adopted the following practices for specific types of investments. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security (usually U.S. government securities) for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend their portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. As a matter of fundamental investment policy which cannot be changed without shareholder approval, the Funds will not lend any of their assets except portfolio securities up to one-third of the value of their total assets. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES Each Fund may invest in the securities of other investment companies. This is a short-term measure to invest cash which has not yet been invested in other portfolio instruments and is subject to the following limitations: (1) no Fund will own more than 3% of the total outstanding voting stock of any one investment company, (2) no Fund may invest more than 5% of its total assets in any one investment company and (3) no Fund may invest more than 10% of its total assets in investment companies in general. The Adviser will waive its investment advisory fee on assets invested in securities of other open end investment companies. OPTIONS AND FUTURES The Funds may engage in options and futures transactions. Options and futures transactions are intended to enable a Fund to manage market, interest rate or exchange rate risk. The Funds do not use these transactions for speculation or leverage. Options and futures may be volatile investments and involve certain risks which might result in lowering the Funds' returns. The three principal areas of risk include: (1) lack of a liquid secondary market for a futures or option contract when the Fund wants to close out its position; (2) imperfect correlation of changes in the prices of futures or options contracts with the prices of the securities in the Fund's portfolio; and (3) incorrect forecasts by the Adviser of interest rates, market values or other economic factors. In these events, the Funds may lose money on the futures contract or option. RESTRICTED AND ILLIQUID SECURITIES The Funds may not invest more than 15% of their total assets in securities which are subject to restrictions on resale under federal securities law. Certain restricted securities which the Trustees deem to be liquid will be excluded from this limitation. The Funds will limit investments in illiquid securities, including certain restricted securities or municipal leases not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice, to 15% of its net assets. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money or pledge securities, except under certain circumstances a Fund may borrow up to one-third of the value of its total assets and pledge assets to secure such borrowings. NON-DIVERSIFICATION Each Fund is a non-diversified portfolio of an investment company and as such, there is no limit on the percentage of assets which can be invested in any single issuer. An investment in a Fund, therefore, will entail greater risk than would exist in a diversified investment company because the higher percentage of investments among fewer issuers may result in greater fluctuation in the total market value of the Fund's portfolio. Each Fund intends to comply with Subchapter M of the Internal Revenue Code which requires that at the end of each quarter of each taxable year, with regard to at least 50% of the Fund's total assets, no more than 5% of the total assets may be invested in the securities of a single issuer and that with respect to the remainder of the Fund's total assets, no more than 25% of its total assets are invested in the securities of a single issuer. NEW ISSUERS The Funds will not invest more than 5% of the value of their total assets in securities of issuers (or guarantors, where applicable) which have records of less than three years of continuous operations, including the operation of any predecessor. - ------------------------ SHAREHOLDER GUIDE ------------------------ - ------------------------ ------------------------ SHARE PRICE CALCULATION In the case of no-load Funds, the net asset value (NAV), the market price and the offering price of Shares are all the same. Purchases, redemptions, and exchanges are made at net asset value. The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares may differ slightly from that of Class B Shares and Class C Shares of the same Fund due to the variability in daily net income resulting from different distribution charges for each class of shares. The net asset value for each Fund will fluctuate for all three classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return, yield, or tax equivalent yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Trust Shares. It is generally reported using total return, yield, and tax equivalent yield. Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Trust Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. Tax equivalent yield is calculated like the yield described above, except that for any given tax bracket, net investment income will be calculated as the sum of any taxable income and the tax exempt income divided by the difference between 1 and the federal tax rates for taxpayers in that tax bracket. The yield and tax equivalent yield do not necessarily reflect income actually earned by Trust Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Total return, yield, and tax equivalent yield will be calculated separately for Trust Shares, Class B Shares, and Class C Shares of a Fund. Because Class B Shares and Class C Shares are subject to 12b-1 fees, the yield and tax equivalent yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares are subject to similar non- recurring charges, such as the contingent deferred sales charge ("CDSC"), which, if excluded, would increase the total return for Class C Shares. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------ HOW TO BUY ------------------------ - ------------------------ SHARES ------------------------ Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order. MINIMUM INVESTMENT You may invest as often as you want in any of the Funds. There are no sales charges imposed on Trust Shares of the Funds. However, there is a $1,000 minimum initial investment requirement which may be waived in certain situations. For further information, please contact the Capital Management Group of First Union at 1-800-326-2584. Subsequent investments may be in any amounts. BY TELEPHONE You may purchase Trust Shares by telephone from the Capital Management Group of First Union at 1-800-326-2584. (Texas residents should directly contact the Mutual Funds Group of First Union Brokerage Services, Inc. at 1-800-326-3241.) Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. Purchase orders must be received by 4:00 p.m. (Eastern time). Payment is required on the next business day. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, State Street Bank and Trust Company of Boston, Massachusetts ("State Street Bank") maintains a Share account for each shareholder of record. Share certificates are not issued. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. HOW TO CONVERT - ------------------------ YOUR INVESTMENT ------------------------ - ------------------------ FROM ONE ------------------------ FIRST UNION FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call First Union at 1-800-326-2584 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Trust Shares of one First Union Fund for Trust Shares of any other First Union Fund by calling toll free 1-800-326-2584 or by writing to First Union. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their net asset value determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the close of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------ HOW TO ------------------------ - ------------------------ REDEEM SHARES ------------------------ Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less any fees. You may redeem Shares in person or by telephoning First Union at 1-800-326-2584 or by written request to First Union. There is no redemption fee charged. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. MANAGEMENT - ------------------------ OF FIRST ------------------------ - ------------------------ UNION FUNDS ------------------------ Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $70.8 billion in total consolidated assets as of December 31, 1993. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $43.0 billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. Robert S. Drye is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye has served as a portfolio manager for several of the First Union Funds and for certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing specialist with First Union Brokerage Services, Inc. Mr. Drye has managed the South Carolina Municipal Bond Fund since its inception in January 1994. In addition, Mr. Drye has been the portfolio manager for the Florida Municipal Bond Fund since its inception in July 1993. Richard K. Marrone is a Vice President of First Union National Bank of North Carolina, N.A. Mr. Marrone joined First Union in May 1993 with eleven years of experience managing fixed income assets at Woodbridge Capital Management, a subsidiary of Comerica Bank, N.A. Mr. Marrone is responsible for the portfolio management of several First Union Funds and certain common trust funds. Mr. Marrone has served as portfolio manager of the North Carolina Municipal Bond Fund since May 1993, and portfolio manager of the Georgia Municipal Bond Fund since its inception in July 1993. Charles E. Jeanne joined First Union National Bank of North Carolina, N.A., in July 1993. Prior to joining First Union, Mr. Jeanne served as a trader/portfolio manager for First American Bank where he was responsible for individual accounts and common trust funds. Mr. Jeanne has been the portfolio manager for the Virginia Municipal Bond Fund since its inception in July 1993. From time to time, to the extent consistent with the objectives, policies, and restrictions of the Funds, the Funds may invest in securities of issuers with which the Adviser has a lending relationship. FUND ADMINISTRATION Federated Securities Corp., a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Federated Administrative Services ("FAS"), another subsidiary of Federated Investors,.provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank serves as custodian and transfer agent, and provides dividend disbursement and other shareholder services for the Funds. Legal counsel to those Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. - ------------------------ FEES AND EXPENSES ------------------------ - ------------------------ ------------------------ Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser receives an annual investment advisory fee equal to .50 of 1% of each of the Single State Municipal Bond Fund's average daily net assets. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
MAXIMUM AVERAGE AGGREGATE DAILY NET ADMINISTRATIVE FEE ASSETS OF THE TRUST ------------------- ----------------------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND TRUST SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering a Fund and Shares of that Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class B Shares and Class C Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal, and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees, are allocated based upon the average daily net assets of each class of a Fund. - ------------------------ SHAREHOLDER ------------------------ - ------------------------ RIGHTS AND ------------------------ PRIVILEGES VOTING RIGHTS Each share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As of February 4, 1994, First Union Brokerage Services & Co., for the exclusive benefit of Robert Allen Jones and Larry Allen Jones of Florence, South Carolina, and for the exclusive benefit of Doris G. Foster and John H. Foster of Greenville, South Carolina, and acting in various capacities for numerous accounts, was the owner of record of 2,402 Shares (60.49%) and 1,493 Shares (37.59%), respectively, of the South Carolina Municipal Bond Fund--Class B Investment Shares, and therefore, may, for certain purposes, be deemed to control the South Carolina Municipal Bond Fund and be able to affect the outcome of certain matters presented for a vote of shareholders. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent, or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus, and the Statements of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------ DISTRIBUTIONS ------------------------ - ------------------------ AND TAXES ------------------------ Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared daily and paid monthly. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex-dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Funds or First Union in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------ TAX INFORMATION ------------------------ - ------------------------ ------------------------ Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Shareholders of the Funds are not required to pay the federal regular income tax on any dividends received from a Fund that represent net interest on tax- exempt municipal bonds. However, under the Tax Reform Act of 1986, dividends representing net interest earned on some municipal bonds may be included in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The alternative minimum tax, up to 28% of alternative minimum taxable income for individuals and 20% for corporations, applies when it exceeds the regular tax for the taxable year. Alternative minimum taxable income is equal to the adjusted income of the taxpayer increased by certain "tax preference" items not included in regular taxable income and reduced by only a portion of the deductions allowed in the calculation of the regular tax. The Tax Reform Act of 1986 treats interest on certain "private activity" bonds issued after August 7, 1986, as a tax preference item. Unlike traditional governmental purpose municipal bonds, which finance roads, schools, libraries, prisons, and other public facilities, private activity bonds provide benefits to private parties. The Funds may purchase all types of municipal bonds, including "private activity" bonds. Thus, should a Fund purchase any such bonds, a portion of the Fund's dividends may be treated as a tax preference item. In addition, in the case of a corporate shareholder, dividends of a Fund which represent interest on municipal bonds may be subject to the 20% corporate alternative minimum tax because the dividends are included in a corporation's "adjusted current earnings." The corporate alternative minimum tax treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings" over the taxpayer's alternative minimum taxable income as a tax preference item. "Adjusted current earnings" is based upon the concept of a corporation's "earnings and profits." Since "earnings and profits" generally includes the full amount of any Fund dividend, and alternative minimum taxable income does not include the portion of the Fund's dividend attributable to municipal bonds which are not private activity bonds, the difference will be included in the calculation of the corporation's alternative minimum tax. Shareholders are urged to consult their own tax advisers to determine whether they are subject to alternative minimum tax or the corporate alternative minimum tax and, if so, the tax treatment of dividends paid by the Funds. Dividends of a Fund representing net interest income earned on some temporary investments, income earned on options transactions, and any realized net short- term gains are taxed as ordinary income. Distributions representing net long- term capital gains realized by the Funds, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. These tax consequences apply whether dividends are received in cash or as additional Shares. Information on the tax status of dividends and distributions is provided annually. Set forth below are brief descriptions of the personal income tax status of an investment in each of the Funds under, respectively, Florida, Georgia, North Carolina, South Carolina, and Virginia tax laws currently in effect. Income from a Fund is not necessarily free from state income taxes in states other than its designated state. State laws differ on this issue, and shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local laws. A statement setting forth the state income tax status of all distributions made during each calendar year will be sent to shareholders annually. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE FLORIDA MUNICIPAL BOND FUND Florida does not currently impose an income tax on individuals. Thus, individual shareholders of the Florida Municipal Bond Fund will not be subject to any Florida state income tax on distributions received from the Florida Municipal Bond Fund. However, certain distributions will be taxable to corporate shareholders which are subject to Florida corporate income tax. Florida currently imposes an intangibles tax at the annual rate of 0.20% on certain securities and other intangible assets owned by Florida residents. Certain types of tax exempt securities of Florida issuers, U.S. government securities and tax exempt securities issued by certain U.S. territories and possessions are exempt from this intangibles tax. Shares of the Florida Municipal Bond Fund will also be exempt from the Florida intangibles tax if the portfolio consists exclusively of securities exempt from the intangibles tax on the last business day of the calendar year. If the portfolio consists of any assets which are not so exempt on the last business day of the calendar year, however, only the portion of the Shares of the Florida Municipal Bond Fund which relate to securities issued by the United States and its possessions and territories will be exempt from the Florida intangibles tax, and the remaining portion of such Shares will be fully subject to the intangibles tax, even if they partly relate to Florida tax exempt securities. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE GEORGIA MUNICIPAL BOND FUND Under existing Georgia law, shareholders of the Georgia Municipal Bond Fund will not be subject to individual or corporate Georgia income taxes on distributions from the Georgia Municipal Bond Fund to the extent that such distributions represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest-bearing obligations issued by or on behalf of the State of Georgia or its political subdivisions, or (2) interest on obligations of the United States or of any other issuer whose obligations are exempt from state income taxes under federal law. Distributions, if any, derived from capital gains or other sources generally will be taxable for Georgia income tax purposes to shareholders of the Georgia Municipal Bond Fund who are subject to the Georgia income tax. For purposes of the Georgia intangibles tax, Shares of the Georgia Municipal Bond Fund likely are taxable (at the rate of 10 cents per $1,000 in value of the Shares held on January 1 of each year) to shareholders who are otherwise subject to such tax. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE NORTH CAROLINA MUNICIPAL BOND FUND Under existing North Carolina law, shareholders of the North Carolina Municipal Bond Fund will not be subject to individual or corporate North Carolina income taxes on distributions from the North Carolina Municipal Bond Fund to the extent that such distributions represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest on obligations issued by North Carolina and political subdivisions thereof, or (2) interest on obligations of the United States or its territories or possessions. Distributions, if any, derived from capital gains or other sources generally will be taxable for North Carolina income tax purposes to shareholders of the North Carolina Municipal Bond Fund who are subject to the North Carolina income tax. North Carolina currently imposes an intangibles tax (at the rate of 25 cents per $100 in value of the shares held on December 31 of each year) on all shares of stock, including mutual funds. However, shareholders of the North Carolina Municipal Bond Fund may exclude from share value that proportion of the total share value which is attributable to direct obligations of the State of North Carolina, its subdivisions, and the United States held in the North Carolina Municipal Bond Fund as of December 31 of the taxable year. The North Carolina Municipal Bond Fund will annually furnish to its shareholders a statement supporting the proper allocation. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE SOUTH CAROLINA MUNICIPAL BOND FUND Under existing South Carolina law, shareholders of the South Carolina Municipal Bond Fund will not be subject to individual or corporate South Carolina income taxes on South Carolina Municipal Bond Fund dividends to the extent that such dividends represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest on obligations of the State of South Carolina, or any of its political subdivisions; (2) interest on obligations of the United States; or (3) interest on obligations of any agency or instrumentality of the United States that is prohibited by federal law from being taxed by a state or any political subdivision of a state. To the extent that distributions from the Fund are attributable to capital gains or other sources, such distributions will not be exempt from South Carolina income taxation. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE VIRGINIA MUNICIPAL BOND FUND Under existing Virginia law, shareholders of the Virginia Municipal Bond Fund will not be subject to individual or corporate Virginia income taxes on distributions received from the Virginia Municipal Bond Fund to the extent that such distributions are attributable to interest earned on (1) obligations issued by or on behalf of the Commonwealth of Virginia or any political subdivision thereof or (2) obligations issued by a territory or possession of the United States or any subdivision thereof, which federal law exempts from state income taxes. Distributions, if any, derived from capital gains or other sources generally will be taxable for Virginia income tax purposes to shareholders of the Virginia Municipal Bond Fund who are subject to Virginia income tax. - ------------------------ OTHER CLASSES ------------------------ - ------------------------ OF SHARES ------------------------ First Union Single State Municipal Bond Funds offer three classes of shares: Trust Shares for institutional investors and Class B Shares and Class C Shares for individuals and other customers of First Union. Class B Shares and Class C Shares of First Union Single State Municipal Bond Funds are sold to customers of First Union and others at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C Shares). Shareholders of record in any First Union Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Class B and Class C Investment Shares are distributed pursuant to Rule 12b-1 Plans adopted by the Trust, whereby the distributor is paid a fee of .25 of 1% for Class B Shares and .75 of 1% for Class C Shares of each Fund's average daily net asset value. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares and Class C Shares will be less than those payable to Trust Shares by the difference between distribution expenses borne by the shares of each respective class. [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] - ------------------------ ADDRESSES ------------------------ - ------------------------ ------------------------ - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Custodian, Transfer Agent, and Dividend Disbursing Agent State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- Federated Securities Corp. Distributor 3052402A-1 (2/94) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS (Portfolios of First Union Funds) Class B Investment Shares Class C Investment Shares - -------------------------------------------------------------------------------- Supplement to Prospectus dated February 28, 1994 Effective September 1, 1994, First Union Single State Municipal Bond Funds (the "Funds") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. A. Please delete the "Summary of Fund Expenses" table on pages 4 and 5 and replace it with the following: - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS B SHARES
North South Florida Georgia Carolina Carolina Virginia Municipal Municipal Municipal Municipal Municipal Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund Class B Shares-- --------- --------- --------- --------- --------- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price).... 4.75% 4.75% 4.75% 4.75% 4.75% Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................................. None None None None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable). None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)........ None None None None None Exchange Fee............................ None None None None None Annual Class B Shares Operating Expenses (As a percentage of projected average net assets) Management Fee (after waiver) (1)....... 0.00% 0.00% 0.16% 0.00% 0.00% 12b-1 Fees (2).......................... 0.25% 0.25% 0.25% 0.25% 0.25% Total Other Expenses (after waiver and reimbursement) (3)................. 0.37% 0.37% 0.38% 0.00% 0.37% Total Class B Shares Operating Expenses (4)...................... 0.62% 0.62% 0.79% 0.25% 0.62%
(1) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. However, the North Carolina Municipal Bond Fund's management fee has been reduced to reflect the expected voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. (2) The Class B Shares can pay up to 0.75% of Class B Shares' average daily net assets as a 12b-1 fee. For the foreseeable future, the Funds plan to limit the Class B Shares' 12b-1 payments to 0.25% of Class B Shares' average daily net assets. (3) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.73%, 2.17%, 2.71%, and 2.41%, respectively, absent the anticipated voluntary waiver by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (4) The annual Class B Shares Operating Expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bonds Funds were 0.25%, 0.25%, 0.32%, and 0.25%, respectively, for the period ended December 31, 1993. Total Class B Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds, absent the voluntary waivers and reimbursements of other operating expenses, were 1.83%, 6.82%, 1.25%, and 7.75%, respectively, for the period ended December 31, 1993. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS B SHARES The annual Class B Shares operating expenses in the table above are based on estimated expenses expected during the fiscal year ending December 31, 1994. Total Class B Shares operating expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 1.48%, 2.92%, 1.13%, 3.46%, and 3.16%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 1 and 3. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Class B Shares. Florida Municipal Bond Fund................. $54 $66 $80 $121 Georgia Municipal Bond Fund................. $54 $66 $80 $121 North Carolina Municipal Bond Fund.......... $55 $72 $89 $141 South Carolina Municipal Bond Fund.......... $50 $55 N/A N/A Virginia Municipal Bond Fund................ $54 $66 $80 $121
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class B Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class C Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares, Class C Shares and Class D Shares are subject to certain of the same expenses as Class B Shares. However, Trust Shares bear no sales load or 12b-1 fee. Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 5.00% and bear no front-end sales charge. Class D Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 1.00% and bear no front-end sales charge. See "Other Classes of Shares." B. Please delete the "Summary of Fund Expenses" table on pages 6 and 7 and replace it with the following: FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES
Florida Georgia Municipal Municipal North Carolina Bond Fund Bond Fund Municipal Bond Fund ----------------------------- --------------------------- --------------------------- Class C Shares-- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...... None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................................... None None None Contingent Deferred Sales Charge (as a 5% during the first year, 5% during the first year, 5% during the first year, percentage of original purchase price or 4% during the second year, 4% during the second year, 4% during the second year, redemption proceeds, as applicable) (1).. 3% during the third year, 3% during the third year, 3% during the third year, 3% during the fourth year, 3% during the fourth year, 3% during the fourth year, 2% during the fifth year, 2% during the fifth year, 2% during the fifth year, 1% during the sixth year, 1% during the sixth year, 1% during the sixth year, and 0% after the sixth year and 0% after the sixth year and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable)................. None None None Exchange Fee.............................. None None None Annual Class C Shares (As a percentage of projected average net assets) Management Fee (after waiver) (2)......... 0.00% 0.00% 0.16% 12b-1 Fees................................ 0.75% 0.75% 0.75% Total Other Expenses (after waiver and reimbursement) (3)...................... 0.62% 0.62% 0.63% Shareholder Service Fee............... 0.25% Total Class C Shares Operating Expenses (4)....................... 1.37% 1.37% 1.54%
- -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES
South Carolina Virginia Municipal Municipal Bond Fund Bond Fund --------------------------- --------------------------- Class C Shares--Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)........................................... None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)............................. None None Contingent Deferred Sales Charge (as a percentage of 5% during the first year, 5% during the first year, original purchase price or redemption proceeds, as 4% during the second year, 4% during the second year, applicable) (1)........................................... 3% during the third year, 3% during the third year, 3% during the fourth year, 3% during the fourth year, 2% during the fifth year, 2% during the fifth year, 1% during the sixth year, 1% during the sixth year, and 0% after the sixth year and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable)............................................... None None Exchange Fee............................................... None None Annual Class C Shares Operating Expenses (As a percentage of projected average net assets) Management Fee (after waiver) (2).......................... 0.00% 0.00% 12b-1 Fees................................................. 0.75% 0.75% Total Other Expenses (after waiver and reimbursement) (3).. 0.25% 0.62% Shareholder Service Fee................................. 0.25% Total Class C Shares Operating Expenses (4)........... 1.00% 1.37%
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than six years prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per share. (2) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. However, the North Carolina Municipal Bond Fund's management fee has been reduced to reflect the expected voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. (3) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.98%, 2.42%, 2.96% and 2.66%, respectively, absent the anticipated voluntary waiver by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (4) The annual Class C Shares Operating Expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds were 0.75%, 0.75%, 0.79%, and 0.75%, respectively, for the period ended December 31, 1993. Total Class C Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds, absent the voluntary waivers and reimbursements of other operating expenses, were 2.33%, 7.32%, 1.74%, and 8.25%, respectively, for the period ended December 31, 1993. The annual Class C Shares Operating Expenses in the table above are based on estimated expenses expected during the fiscal year ending December 31, 1994. Total Class C Shares operating expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 2.23%, 3.67%, 1.88%, 4.21%, and 3.91%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 2 and 3. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. Florida Municipal Bond Fund................. $66 $77 $99 $165 Georgia Municipal Bond Fund................. $66 $77 $99 $165 North Carolina Municipal Bond Fund.......... $67 $82 $108 $183 South Carolina Municipal Bond Fund.......... $62 $66 N/A N/A Virginia Municipal Bond Fund................ $66 $77 $99 $165 You would pay the following expenses on the same investment, assuming no redemptions: Florida Municipal Bond Fund................. $14 $43 $75 $165 Georgia Municipal Bond Fund................. $14 $43 $75 $165 North Carolina Municipal Bond Fund.......... $16 $49 $84 $183 South Carolina Municipal Bond Fund.......... $10 $32 N/A N/A Virginia Municipal Bond Fund................ $14 $43 $75 $165
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class C Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares, Class B Shares and Class D Shares are subject to certain of the same expenses as Class C Shares. However, Trust Shares bear no sales charge or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1%, bear a maximum front-end sales charge of 4.75%, and bear no contingent deferred sales charge. Class D Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 1.00% and bear no front-end sales charge. See "Other Classes of Shares." C. Please insert the following "Summary of Fund Expenses" table on pages 8 and 9 for Class D Shares: FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS D SHARES
North South Florida Georgia Carolina Carolina Virginia Municipal Municipal Municipal Municipal Municipal Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund Class D Shares-- --------------- --------------- --------------- --------------- --------------- Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..... None None None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).................................. None None None None None Contingent Deferred Sales Charge (as a 1% during first 1% during first 1% during first 1% during first 1% during first percentage of original purchase price or year, and 0% year, and 0% year, and 0% year, and 0% year, and 0% redemption proceeds, as applicable) (1). after the after the after the after the after the first year first year first year first year first year Redemption Fees (as a percentage of amount redeemed, if applicable) None None None None None Exchange Fee............................. None None None None None Annual Class D Shares Operating Expenses* (As a percentage of projected average net assets) Management Fee (after waiver) (2)........ 0.00% 0.00% 0.16% 0.00% 0.00% 12b-1 Fees............................... 0.75% 0.75% 0.75% 0.75% 0.75% Total Other Expenses (after waiver ) (3). 0.62% 0.62% 0.63% 0.25% 0.62% Shareholder Service Fee................ 0.25% Total Class D Shares Operating Expenses (4)........................ 1.37% 1.37% 1.54% 1.00% 1.37%
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than one year prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per share. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (Continued) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS D SHARES (2) The estimated management fees have been reduced to reflect the anticipated voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each fund is 0.50%. (3) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.98%, 2.42%, 2.96% and 2.66%, respectively, absent the anticipated voluntary waiver by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (4) Total Class D Shares operating expenses for Florida, Georgia, North Carolina, South Carolina and Virginia Municipal Bond Funds are estimated to be 2.23%, 3.67%, 1.88%, 4.21% and 3.91%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 2 and 3. * Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charge permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period: Florida Municipal Bond Fund.................................. $24 $43 Georgia Municipal Bond Fund.................................. $24 $43 North Carolina Municipal Bond Fund........................... $26 $49 South Carolina Municipal Bond Fund........................... $21 $32 Virginia Municipal Bond Fund................................. $24 $43 You would pay the following expenses on the same investment, assuming no redemptions: Florida Municipal Bond Fund.................................. $14 $43 Georgia Municipal Bond Fund.................................. $14 $43 North Carolina Municipal Bond Fund........................... $16 $49 South Carolina Municipal Bond Fund........................... $10 $32 Virginia Municipal Bond Fund................................. $14 $43
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class D Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares and Class C Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales load or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1% and bear a maximum sales charge of 4.75%. Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 5.00% and bear no front-end sales charge. See "Other Classes of Shares." D. Please delete the table (for Class B Investment Shares) under the section entitled "What Shares Cost" on page 17 and replace it with the following:
Sales Charge as a Percentage of Sales Charge as a Amount of Public Offering Percentage of Net Transaction Price Amount Invested ----------- --------------- ----------------- $0-99,999 4.75% 4.25% $100,000-249,999 3.75% 3.25% $250,000-499,999 3.00% 2.50% $500,000-1,000,000 2.00% 1.75% $1,000,000-2,500,000 1.00% 1.00% $2,500,000 and above 0.25% 0.25%
E. Please delete the table (for Class C Investment Shares) under the section entitled "What Shares Cost" on page 18 and replace it with the following:
Year of Redemption Contingent Deferred After Purchase Sales Charge ------------------ ------------------- First 5.0% Second 4.0% Third 3.0% Fourth 3.0% Fifth 2.0% Sixth 1.0%
September 1, 1994 FEDERATED SECURITIES CORP. - -------------------------------------------------------------------------------- Distributor G00389-16-B (9/94) P R O S P E C T U S FIRST UNION SINGLE STATE MUNICIPAL BOND PORTFOLIOS CLASS B AND C INVESTMENT SHARES FEBRUARY 28, 1994 LOGO OF FIRST UNION FUNDS FORMERLY THE SALEM FUNDS FIRST UNION SINGLE STATED - ------------------------ MUNICIPAL BOND ------------------------ - ------------------------ ------------------------ FUNDS Portfolios of First Union Funds CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S February 28, 1994 First Union Funds (the "Trust") is a mutual fund with 15 portfolios, offering a variety of investment opportunities. The Trust currently includes five non- diversified Single State Municipal Bond Funds, seven diversified Equity and Income Funds and three diversified Money Market Funds. They are: Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. Equity and Income Funds .First Union Balanced Portfolio; .First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio (Investment Shares not currently offered); . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and .First Union Value Portfolio. Money Market Funds .First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and . First Union Treasury Money Market Portfolio. This prospectus provides you with information specific to the Class B Investment Shares ("Class B Shares") and Class C Investment Shares ("Class C Shares") of First Union Single State Municipal Bond Funds. It concisely describes the information which you should know before investing in Class B Shares or Class C Shares of any of the First Union Single State Municipal Bond Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union Single State Municipal Bond Fund in its Statement of Additional Information dated February 28, 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statements are available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222- 3779 or by calling 1-800-326-3241. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF FIRST UNION, ARE NOT ENDORSED OR GUARANTEED BY FIRST UNION, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------ TABLE OF ------------------------ - ------------------------ CONTENTS ------------------------ SUMMARY 2 - ------------------------------------- SUMMARY OF FUND EXPENSES 4 - ------------------------------------- FINANCIAL HIGHLIGHTS 7 - ------------------------------------- INVESTMENT OBJECTIVES AND POLICIES 12 - ------------------------------------- OTHER INVESTMENT POLICIES 14 - ------------------------------------- SHAREHOLDER GUIDE 15 - ------------------------------------- HOW TO BUY SHARES 17 - ------------------------------------- HOW TO REDEEM SHARES 20 - ------------------------------------- ADDITIONAL SHAREHOLDER SERVICES 20 - ------------------------------------- MANAGEMENT OF FIRST UNION FUNDS 21 - ------------------------------------- FEES AND EXPENSES 23 - ------------------------------------- SHAREHOLDER RIGHTS AND PRIVILEGES 23 - ------------------------------------- DISTRIBUTIONS AND TAXES 24 - ------------------------------------- TAX INFORMATION 25 - ------------------------------------- HOW TO CONVERT YOUR INVESTMENT FROM ONE FIRST UNION FUND TO ANOTHER FIRST UNION FUND 19 - ------------------------------------- OTHER CLASSES OF SHARES 28 - ------------------------------------- ADDRESSES Inside Back Cover - ------------------------------------- - ------------------------ SUMMARY ------------------------ - ------------------------ ------------------------ DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 15 portfolios, each representing a different First Union Fund. Each Single State Municipal Bond Fund currently offers three classes of shares: Class B Shares, Class C Shares, and Trust Shares. Class B Shares and Class C Shares are sold to individuals and other customers of First Union (the "Adviser"), and are sold at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C Shares). Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). This prospectus relates to both classes of Investment Shares ("Shares") of the First Union Single State Municipal Bond Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Shares are offered in the following five Single State Municipal Bond Funds: . FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO ("FLORIDA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax consistent with preservation of capital. In addition, the Fund intends to qualify as an investment exempt from the Florida state intangibles tax; . FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO ("GEORGIA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and Georgia state income tax, consistent with preservation of capital; . FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO ("NORTH CAROLINA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and North Carolina state income tax, consistent with preservation of capital. In addition, the Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax; . FIRST UNION SOUTH CAROLINA MUNICIPAL BOND PORTFOLIO ("SOUTH CAROLINA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and South Carolina state income tax; and . FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO ("VIRGINIA MUNICIPAL BOND FUND")--seeks current income exempt from federal regular income tax and Virginia state income tax, consistent with preservation of capital. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. PURCHASING AND REDEEMING SHARES For information on purchasing Class B and Class C Shares of any of the Single State Municipal Bond Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS B SHARES
North South Florida Georgia Carolina Carolina Virginia Municipal Municipal Municipal Municipal Municipal Bond Fund Bond Fund Bond Fund Bond Fund Bond Fund CLASS B SHARES-- --------- --------- --------- --------- --------- SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price).... 4.00% 4.00% 4.00% 4.00% 4.00% Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................................. None None None None None Deferred Sales Load (as a percentage of original purchase price or redemption proceeds, as applicable)............... None None None None None Redemption Fee (as a percentage of amount redeemed, if applicable)......................... None None None None None Exchange Fee............................ None None None None None ANNUAL CLASS B SHARES OPERATING EXPENSES (As a percentage of projected average net assets) Management Fee (after waiver) (1)....... 0.00% 0.00% 0.16% 0.00% 0.00% 12b-1 Fees (2).......................... 0.25% 0.25% 0.25% 0.25% 0.25% Total Other Expenses (after waiver and reimbursement) (3)................. 0.37% 0.37% 0.38% 0.00% 0.37% Total Class B Shares Operating Ex- penses (4)............................. 0.62% 0.62% 0.79% 0.25% 0.62%
(1) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. However, the North Carolina Municipal Bond Fund's management fee has been reduced to reflect the expected voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. (2) The Class B Shares can pay up to 0.75% of Class B Shares' average daily net assets as a 12b-1 fee. For the foreseeable future, the Funds plan to limit the Class B Shares' 12b-1 payments to 0.25% of Class B Shares' average daily net assets. (3) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.73%, 2.17%, 2.71%, and 2.41%, respectively, absent the anticipated voluntary waiver by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (4) The annual Class B Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bonds Funds were 0.25%, 0.25%, 0.32%, and 0.25%, respectively, for the period ended December 31, 1993. Total Class B Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds, absent the voluntary waivers and reimbursements of other operating expenses, were 1.83%, 6.82%, 1.25%, and 7.75%, respectively, for the period ended December 31, 1993. The annual Class B Shares operating expenses in the table above are based on estimated expenses expected during the fiscal year ending December 31, 1994. Total Class B Shares operating expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 1.48%, 2.92%, 1.13%, 3.46%, and 3.16%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 1 and 3. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Class B Shares. Florida Municipal Bond Fund................. $46 $59 N/A N/A Georgia Municipal Bond Fund................. $46 $59 N/A N/A North Carolina Municipal Bond Fund.......... $48 $64 $82 $134 South Carolina Municipal Bond Fund.......... $42 $48 N/A N/A Virginia Municipal Bond Fund................ $46 $59 N/A N/A
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (CONTINUED) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS B SHARES The information set forth in the foregoing table and example relates only to Class B Shares of the Funds. The Funds also offer two additional classes of shares called Trust Shares and Class C Shares. Trust Shares and Class C Shares are subject to certain of the same expenses as Class B Shares. However, Trust Shares bear no sales load or 12b-1 fee, and Class C Shares are subject to a 12b-1 fee of .75 of 1%, bear a maximum contingent deferred sales load of 4.00% and bear no front-end sales load. See "Other Classes of Shares." FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES
Florida Georgia Municipal Municipal North Carolina Bond Fund Bond Fund Municipal Bond Fund ----------------------------- --------------------------- --------------------------- CLASS C SHARES-- SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Im- posed on Purchases (as a percentage of of- fering price).......... None None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................. None None None Deferred Sales Load (as 4% during the first year, 4% during the first year, 4% during the first year, a percentage of 3% during the second year, 3% during the second year, 3% during the second year, original purchase price 2.5% during the third year, 2.5% during the third year, 2.5% during the third year, or redemption proceeds, 2% during the fourth year, 2% during the fourth year, 2% during the fourth year, as applicable) (1)..... 1.5% during the fifth year, 1.5% during the fifth year, 1.5% during the fifth year, 0.5% during the sixth year, 0.5% during the sixth year, 0.5% during the sixth year, and 0% after the sixth year and 0% after the sixth year and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable)............ None None None Exchange Fee............ None None None ANNUAL CLASS C SHARES (As a percentage of projected average net assets) Management Fee (after waiver) (2)............ 0.00% 0.00% 0.16% 12b-1 Fees.............. 0.75% 0.75% 0.75% Total Other Expenses (after waiver and reimbursement) (3)..... 0.37% 0.37% 0.38% Total Class C Shares Operating Expenses (4)...1.12% 1.12% 1.29%
- -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (CONTINUED) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES
South Carolina Virginia Municipal Municipal Bond Fund Bond Fund --------------------------- --------------------------- CLASS C SHARES--SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Im- posed on Purchases (as a percentage of offer- ing price)............. None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)........ None None Deferred Sales Load (as 4% during the first year, 4% during the first year, a percentage of 3% during the second year, 3% during the second year, original purchase price 2.5% during the third year, 2.5% during the third year, or redemption proceeds, 2% during the fourth year, 2% during the fourth year, as applicable) (1)..... 1.5% during the fifth year, 1.5% during the fifth year, 0.5% during the sixth year, 0.5% during the sixth year, and 0% after the sixth year and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applicable)............ None None Exchange Fee............ None None ANNUAL CLASS C SHARES OPERATING EXPENSES (As a percentage of projected average net assets) Management Fee (after waiver) (2)............ 0.00% 0.00% 12b-1 Fees.............. 0.75% 0.75% Total Other Expenses (after waiver and reim- bursement) (3)......... 0.00% 0.37% Total Class C Shares Operating Expenses (4)................. 0.75% 1.12%
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than six years prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per share. (2) The estimated management fees have been reduced to reflect the anticipated voluntary waivers by the Adviser. However, the North Carolina Municipal Bond Fund's management fee has been reduced to reflect the expected voluntary waiver by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fee for each Fund is 0.50%. (3) Total Other Expenses for Florida, Georgia, South Carolina, and Virginia Municipal Bond Funds are estimated to be 0.73%, 2.17%, 2.71% and 2.41%, respectively, absent the anticipated voluntary waiver by the administrator and reimbursement of other operating expenses by the Adviser. The administrator and Adviser may terminate these waivers and reimbursements at any time at their sole discretion. (4) The annual Class C Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds were 0.75%, 0.75%, 0.79%, and 0.75%, respectively, for the period ended December 31, 1993. Total Class C Shares operating expenses for Florida, Georgia, North Carolina, and Virginia Municipal Bond Funds, absent the voluntary waivers and reimbursements of other operating expenses, were 2.33%, 7.32%, 1.74%, and 8.25%, respectively, for the period ended December 31, 1993. The annual Class C Shares operating expenses in the table above are based on estimated expenses expected during the fiscal year ending December 31, 1994. Total Class C Shares operating expenses for Florida, Georgia, North Carolina, South Carolina, and Virginia Municipal Bond Funds are estimated to be 1.98%, 3.42%, 1.63%, 3.96%, and 3.66%, respectively, absent the anticipated voluntary waivers and reimbursements described above in notes 2 and 3. THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUNDS WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "FEES AND EXPENSES." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES. - -------------------------- SUMMARY OF -------------------------- - -------------------------- FUND EXPENSES -------------------------- (CONTINUED) FIRST UNION SINGLE STATE MUNICIPAL BOND FUNDS CLASS C SHARES Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. Florida Municipal Bond Fund................. $53 $64 N/A N/A Georgia Municipal Bond Fund................. $53 $64 N/A N/A North Carolina Municipal Bond Fund.......... $55 $69 $89 $156 South Carolina Municipal Bond Fund.......... $49 $52 N/A N/A Virginia Municipal Bond Fund................ $53 $64 N/A N/A You would pay the following expenses on the same investment, assuming no redemptions: Florida Municipal Bond Fund................. $11 $36 N/A N/A Georgia Municipal Bond Fund................. $11 $36 N/A N/A North Carolina Municipal Bond Fund.......... $13 $41 $71 $156 South Carolina Municipal Bond Fund.......... $ 8 $24 N/A N/A Virginia Municipal Bond Fund................ $11 $36 N/A N/A
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FISCAL YEAR ENDING DECEMBER 31, 1994. The information set forth in the foregoing table and example relates only to Class C Shares of the Funds. The Funds also offer two additional classes of shares called Trust Shares and Class B Shares. Trust Shares and Class B Shares are subject to certain of the same expenses as Class C Shares. However, Trust Shares bear no sales load or 12b-1 fee, and Class B Shares are subject to a 12b-1 fee of .25 of 1%, bear a maximum front-end sales load of 4.00%, and bear no contingent deferred sales load. See "Other Classes of Shares." - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES(A) SHARES(A) ------------------ ------------------- PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993** - ------------------------------------- ------------------ ------------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ------------------------------------- Net investment income 0.22 0.20 - ------------------------------------- Net realized and unrealized gain 0.34 0.34 (loss) on investments ------ ------ - ------------------------------------- Total from investment operations 0.56 0.54 - ------------------------------------- LESS DISTRIBUTIONS - ------------------------------------- Dividends to shareholders from (0.22) (0.20) net investment income ------ ------ - ------------------------------------- NET ASSET VALUE, END OF PERIOD $10.34 $10.34 - ------------------------------------- ------ ------ TOTAL RETURN*** 5.63% 5.40% - ------------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------------- Expenses 0.25%(c) 0.75%(c) - ------------------------------------- Net investment income 4.92%(c) 4.46%(c) - ------------------------------------- Expense waiver/reimbursement (b) 1.58%(c) 1.58%(c) - ------------------------------------- SUPPLEMENTAL DATA - ------------------------------------- Net assets, end of period (000 omit- ted) $8,110 $18,383 - ------------------------------------- Portfolio turnover rate 3% 3% - -------------------------------------
* Reflects operations for the period from July 6, 1993 (commencement of operations) to December 31, 1993. ** Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. *** Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES(A) SHARES(A) ------------------ ------------------ PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993* - ---------------------------------------- ------------------ ------------------ NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ---------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------------------------- Net investment income 0.201 0.179 - ---------------------------------------- Net realized and unrealized gain (loss) 0.193 0.193 on investments ------- ------- - ---------------------------------------- Total from investment operations 0.394 0.372 - ---------------------------------------- LESS DISTRIBUTIONS - ---------------------------------------- Dividends to shareholders from net in- vestment income (0.201) (0.179) - ---------------------------------------- Distributions to shareholders from net realized gain (0.003) (0.003) on investment transactions ------- ------- - ---------------------------------------- TOTAL DISTRIBUTIONS (0.204) (0.182) - ---------------------------------------- ------- ------- NET ASSET VALUE, END OF PERIOD $10.19 $10.19 - ---------------------------------------- ------ ------ TOTAL RETURN** 3.96% 3.74% - ---------------------------------------- RATIOS TO AVERAGE NET ASSETS - ---------------------------------------- Expenses 0.25%(c) 0.75%(c) - ---------------------------------------- Net investment income 4.71%(c) 4.15%(c) - ---------------------------------------- Expense waiver/reimbursement (b) 6.57%(c) 6.57%(c) - ---------------------------------------- SUPPLEMENTAL DATA - ---------------------------------------- Net assets, end of period (000 omitted) $817 $3,692 - ---------------------------------------- Portfolio turnover rate 15% 15% - ----------------------------------------
* Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. ** Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. (c) Computed on an annualized basis. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial Statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES(B) SHARES(B) ------------------- ------------------- PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993** DECEMBER 31, 1993** - ------------------------------------- ------------------- ------------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ------------------------------------- Net investment income 0.46 0.42 - ------------------------------------- Net realized and unrealized gain 0.64 0.64 (loss) on investments ------ ------ - ------------------------------------- Total from investment operations 1.10 1.06 - ------------------------------------- ------ ------ LESS DISTRIBUTIONS - ------------------------------------- Dividends to shareholders from net investment income (0.46) (0.42) - ------------------------------------- Distributions to shareholders from net realized gains (0.03) (0.03) on investment transactions ------ ------ - ------------------------------------- Total distributions (0.49) (0.45) - ------------------------------------- ------ ------ NET ASSET VALUE, END OF PERIOD $10.61 $10.61 - ------------------------------------- ------ ------ TOTAL RETURN* 11.28% 10.80% - ------------------------------------- RATIOS TO AVERAGE NET ASSETS - ------------------------------------- Expenses 0.32%(a) 0.79%(a) - ------------------------------------- Net investment income 4.91%(a) 4.47%(a) - ------------------------------------- Expense waiver/reimbursement (c) 0.93%(a) 0.95%(a) - ------------------------------------- SUPPLEMENTARY DATA - ------------------------------------- Net assets, end of period (000 omit- ted) $12,739 $45,168 - ------------------------------------- Portfolio turnover rate 57% 57% - -------------------------------------
* Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. ** Reflects operations for the period from January 11, 1993 (commencement of operations) to December 31, 1993. (a) Computed on an annualized basis. (b) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (c) This voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. - ------------------------ FINANCIAL HIGHLIGHTS ------------------------ - ------------------------ ------------------------ FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO SUPPLEMENTARY INFORMATION (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) The following table has been audited by KPMG Peat Marwick, the Fund's independent auditors. Their report, dated February 11, 1994, on the Fund's Financial statements for the year ended December 31, 1993, and on the following table for each of the periods presented, is included in the Trust's Annual Report, which is incorporated herein by reference. This table should be read in conjunction with the Fund's Financial Statements and notes thereto, contained in the Annual Report, which may be obtained from the Fund.
CLASS B CLASS C INVESTMENT INVESTMENT SHARES(A) SHARES(A) ------------------ ------------------ PERIOD ENDED PERIOD ENDED DECEMBER 31, 1993* DECEMBER 31, 1993* - ---------------------------------------- ------------------ ------------------ NET ASSET VALUE, BEGINNING OF PERIOD $10.00 $10.00 - ---------------------------------------- INCOME FROM INVESTMENT OPERATIONS - ---------------------------------------- Net investment income 0.20 0.17 - ---------------------------------------- Net realized and unrealized gain (loss) on 0.19 0.19 investments ------ ------ - ---------------------------------------- Total from investment operations 0.39 0.36 - ---------------------------------------- LESS DISTRIBUTIONS - ---------------------------------------- Dividends to shareholders from net in- vestment (0.20) (0.17) income ------ ------ - ---------------------------------------- NET ASSET VALUE, END OF PERIOD $10.19 $10.19 - ---------------------------------------- ------ ------ TOTAL RETURN** 3.89% 3.66% - ---------------------------------------- RATIOS TO AVERAGE NET ASSETS - ---------------------------------------- Expenses 0.25%(b) 0.75%(b) - ---------------------------------------- Net investment income 4.64%(b) 4.25%(b) - ---------------------------------------- Expense waiver/reimbursement (c) 7.50%(b) 7.50%(b) - ---------------------------------------- SUPPLEMENTARY DATA - ---------------------------------------- Net assets, end of period (000 omitted) $1,306 $2,235 - ---------------------------------------- Portfolio turnover rate 0% 0% - ----------------------------------------
* Reflects operations for the period from July 2, 1993 (commencement of operations) to December 31, 1993. ** Based on net asset value, which does not reflect the sales load or contingent deferred sales charge, if applicable. (a) Trust Shares were not being offered as of December 31, 1993. Accordingly, there are no Financial Highlights for such Shares. The Financial Highlights presented above are historical information for Class B and Class C Investment Shares. (b) Computed on an annualized basis. (c) The voluntary expense decrease is reflected in both the expenses and net investment income ratios shown above. Further information about the Fund's performance is contained in the Trust's Annual Report, dated December 31, 1993, which can be obtained free of charge. INVESTMENT - ------------------------ OBJECTIVES ------------------------ - ------------------------ AND POLICIES ------------------------ First Union Single State Municipal Bond Funds seek current income exempt from federal regular income tax and, where applicable, state income taxes, consistent with preservation of capital. In addition, the Florida Municipal Bond Fund intends to qualify as an investment exempt from the Florida state intangibles tax, and the North Carolina Municipal Bond Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. DESCRIPTION OF THE FUNDS Each Fund seeks current income which is exempt from federal regular income tax and (where applicable) the designated state income tax consistent with preservation of capital. In addition, the Florida Municipal Bond Fund intends to qualify as an investment exempt from the Florida state intangibles tax, and the North Carolina Municipal Bond Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax. As a matter of fundamental investment policy, each Fund will normally invest its assets so that at least 80% of its annual interest income is, or at least 80% of its net assets are invested in, obligations which provide interest income which is exempt from federal regular income taxes. The interest retains its tax-free status when distributed to the Fund's shareholders. In addition, at least 65% of the value of each Fund's total assets will be invested in municipal bonds of the particular state after which the Fund is named. To qualify as an investment exempt from the Florida state intangibles tax, the Florida Municipal Bond Fund's portfolio must consist entirely of investments exempt from the Florida state intangibles tax on the last business day of the calendar year. TYPES OF INVESTMENTS Each Fund seeks to achieve its investment objective by investing principally in municipal obligations, including industrial development bonds, of its designated state. In addition, the Funds may invest in obligations issued by or on behalf of any state, territory, or possession of the United States, including the District of Columbia, or their political subdivisions or agencies and instrumentalities, the interest from which is exempt from federal regular income tax. It is likely that shareholders who are subject to the alternative minimum tax will be required to include interest from a portion of the municipal securities owned by a Fund in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The municipal bonds in which the Funds will invest are subject to one or more of the following quality standards: rated Baa or better by Moody's Investors Service, Inc. ("Moody's") or BBB or better by Standard & Poor's Corporation ("S&P") or, if unrated, are determined by the Adviser to be of comparable quality to such ratings; insured by a municipal bond insurance company which is rated Aaa by Moody's or AAA by S&P; guaranteed at the time of purchase by the U.S. government as to the payment of principal and interest; or fully collateralized by an escrow of U.S. government securities. Bonds rated BBB by S&P or Baa by Moody's have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds. If any security owned by a Fund loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. If ratings made by Moody's or S&P change because of changes in those organizations or their ratings systems, the Funds will try to use comparable ratings as standards in accordance with the Funds' investment objectives. A description of the rating categories is contained in the Appendix of the Statement of Additional Information for each Fund. Other types of investments include: participation interests in any of the above obligations. (Participation interests may be purchased from financial institutions such as commercial banks, savings and loan associations and insurance companies, and give a Fund an undivided interest in particular municipal securities); variable rate municipal securities. (Variable rate securities offer interest rates which are tied to a money market rate, usually a published interest rate or interest rate index or the 91-day U.S. Treasury bill rate. Many of these securities are subject to prepayment of principal on demand by the Fund, usually in seven days or less); and municipal leases issued by state and local governments or authorities to finance the acquisition of equipment and facilities. TEMPORARY INVESTMENTS During periods when, in the Adviser's opinion, a temporary defensive position in the market is appropriate, a Fund may temporarily invest in short-term tax- exempt or taxable investments. These temporary investments include: notes issued by or on behalf of municipal or corporate issuers; obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities; other debt securities; commercial paper; bank certificates of deposit; shares of other investment companies; and repurchase agreements. There are no rating requirements applicable to temporary investments. However, the Adviser will limit temporary investments to those it considers to be of comparable quality to the Fund's primary investments. Although the Funds are permitted to make taxable, temporary investments, there is no current intention of generating income subject to federal regular income tax. However, certain temporary investments will generate income which is subject to state taxes. MUNICIPAL BONDS Municipal bonds are debt obligations issued by the state or local entities to support a government's general financial needs or special projects, such as housing projects or sewer works. Municipal bonds include industrial development bonds issued by or on behalf of public authorities to provide financing aid to acquire sites or construct or equip facilities for privately or publicly owned corporations. The two principal classifications of municipal bonds are "general obligation" and "revenue" bonds. General obligation bonds are secured by the issuer's pledge of its full faith and credit and taxing power for the payment of principal and interest. Revenue bonds are paid off only with the revenue generated by the project financed by the bond or other specified sources of revenue. For example, in the case of a bridge project, proceeds from the tolls would go directly to retiring the bond issue. Thus, unlike general obligation bonds, revenue bonds do not represent a pledge of credit or create any debt of or charge against the general revenues of a municipality or public authority. RISK FACTORS Bond yields are dependent on several factors including market conditions, the size of an offering, the maturity of the bond, ratings of the bond and the ability of issuers to meet their obligations. There is no limit on the maturity of the bonds purchased by the Funds. Because the prices of bonds fluctuate inversely in relation to the direction of interest rates, the prices of longer term bonds fluctuate more widely in response to market interest rate changes. A Fund's concentration in securities issued by its designated state and that state's political subdivisions provides a greater level of risk than a fund which is diversified across numerous states and municipal entities. An expanded discussion of the risks associated with the purchase of the designated state's municipal bonds is contained in the respective Statements of Additional Information. - ------------------------ OTHER INVESTMENT ------------------------ - ------------------------ POLICIES ------------------------ The Funds have adopted the following practices for specific types of investments. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security (usually U.S. government securities) for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend their portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. As a matter of fundamental investment policy which cannot be changed without shareholder approval, the Funds will not lend any of their assets except portfolio securities up to one-third of the value of their total assets. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES Each Fund may invest in the securities of other investment companies. This is a short-term measure to invest cash which has not yet been invested in other portfolio instruments and is subject to the following limitations: (1) no Fund will own more than 3% of the total outstanding voting stock of any one investment company, (2) no Fund may invest more than 5% of its total assets in any one investment company and (3) no Fund may invest more than 10% of its total assets in investment companies in general. The Adviser will waive its investment advisory fee on assets invested in securities of other open end investment companies. OPTIONS AND FUTURES The Funds may engage in options and futures transactions. Options and futures transactions are intended to enable a Fund to manage market, interest rate or exchange rate risk. The Funds do not use these transactions for speculation or leverage. Options and futures may be volatile investments and involve certain risks which might result in lowering the Funds' returns. The three principal areas of risk include: (1) lack of a liquid secondary market for a futures or option contract when the Fund wants to close out its position; (2) imperfect correlation of changes in the prices of futures or options contracts with the prices of the securities in the Fund's portfolio; and (3) incorrect forecasts by the Adviser of interest rates, market values or other economic factors. In these events, the Funds may lose money on the futures contract or option. RESTRICTED AND ILLIQUID SECURITIES The Funds may not invest more than 15% of their total assets in securities which are subject to restrictions on resale under federal securities law. Certain restricted securities which the Trustees deem to be liquid will be excluded from this limitation. The Funds will limit investments in illiquid securities, including certain restricted securities or municipal leases not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice, to 15% of its net assets. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money or pledge securities, except under certain circumstances a Fund may borrow up to one-third of the value of its total assets and pledge assets to secure such borrowings. NON-DIVERSIFICATION Each Fund is a non-diversified portfolio of an investment company and as such, there is no limit on the percentage of assets which can be invested in any single issuer. An investment in a Fund, therefore, will entail greater risk than would exist in a diversified investment company because the higher percentage of investments among fewer issuers may result in greater fluctuation in the total market value of the Fund's portfolio. Each Fund intends to comply with Subchapter M of the Internal Revenue Code which requires that at the end of each quarter of each taxable year, with regard to at least 50% of the Fund's total assets, no more than 5% of the total assets may be invested in the securities of a single issuer and that with respect to the remainder of the Fund's total assets, no more than 25% of its total assets are invested in the securities of a single issuer. NEW ISSUERS The Funds will not invest more than 5% of the value of their total assets in securities of issuers (or guarantors, where applicable) which have records of less than three years of continuous operations, including the operation of any predecessor. - ------------------------ SHAREHOLDER GUIDE ------------------------ - ------------------------ ------------------------ CLASSES OF INVESTMENT SHARES You may select a method of purchasing Shares which is most beneficial to you by choosing either Class B Shares or Class C Shares. Your decision will be based on the amount of your intended purchase and how long you expect to hold the Shares. Each Fund offers two types of Investment Shares: Class B Shares and Class C Shares. Each Share of the Fund represents an identical interest in the investment portfolio of the Fund and has the same rights. The difference between Class B Shares and Class C Shares is based on purchasing arrangements and distribution expenses. Class B Shares have a sales charge included at the time of purchase and are subject to a lower Rule 12b-1 distribution fee. This means that investors can purchase fewer Class B Shares for the same initial investment than Class C Shares due to the initial sales charge, but will receive higher dividends per Share due to the lower distribution expenses. Class C Shares impose a contingent deferred sales charge ("CDSC") on most redemptions made within six years of purchase and have higher distribution costs resulting from greater Rule 12b-1 distribution fees. This means that investors may purchase more Class C Shares than Class B Shares for the same initial investment, but will receive lower dividends per Share. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated Rule 12b-1 fee and the CDSC on Class C Shares would be less than the initial sales charge and accumulated Rule 12b-1 fee on Class B Shares purchased at the same time. Investors must also consider how that differential would be offset by the higher yield of Class B Shares. SHARE PRICE CALCULATION The net asset value of a Fund Share equals the market value of all the Fund's portfolio securities divided by the total Shares outstanding. It is also the bid price. The offering price is quoted after adding a sales charge to the net asset value. Purchases, redemptions, and exchanges are all based on net asset value. (The purchase price of Class B Shares adds an applicable sales charge, and the redemption proceeds of Class C Shares deduct an applicable CDSC.) The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares may differ slightly from that of Class B Shares and Class C Shares of the same Fund due to the variability in daily net income resulting from different distribution charges for each class of shares. The net asset value for each Fund will fluctuate for all three classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return, yield, or tax equivalent yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Class B Shares and Class C Shares. It is generally reported using total return, yield, and tax equivalent yield. Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Class B Shares and Class C Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period, by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. Tax equivalent yield is calculated like the yield described above, except that for any given tax bracket, net investment income will be calculated as the sum of any taxable income and the tax exempt income divided by the difference between 1 and the federal tax rates for taxpayers in that tax bracket. The yield and tax equivalent yield do not necessarily reflect income actually earned by Class B Shares and Class C Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Performance information for the Class B Shares and Class C Shares reflects the effect of a sales charge which, if excluded, would increase the total return, yield, and tax equivalent yield. Total return, yield, and tax equivalent yield will be calculated separately for Class B Shares, Class C Shares, and Trust Shares of a Fund. Because Class B Shares and Class C Shares are subject to 12b-1 fees, the yield and tax equivalent yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares are subject to similar non-recurring charges, such as the CDSC, which, if excluded, would increase the total return for Class C Shares. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------ HOW TO BUY ------------------------ - ------------------------ SHARES ------------------------ Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (in the case of Class B Shares), or (ii) on a contingent deferred basis (in the case of Class C Shares). MINIMUM INVESTMENT You may invest as often as you want in any of the Funds. There is a $1,000 minimum initial investment requirement which may be waived in certain situations. For further information, please contact the Mutual Funds Group of First Union Brokerage Services ("FUBS"), a subsidiary of First Union, at 1-800- 326-3241. Subsequent investments may be in any amounts. WHAT SHARES COST Class B Shares are sold at their net asset value plus a sales charge as follows:
SALES CHARGE AS SALES CHARGE AS A A PERCENTAGE OF PERCENTAGE OF NET AMOUNT OF TRANSACTION PUBLIC OFFERING PRICE AMOUNT INVESTED --------------------- --------------------- ----------------- $ 0-$ 99,999 4.00% 4.17% $ 100,000-$ 249,999 3.50% 3.63% $ 250,000-$ 499,999 2.50% 2.56% $ 500,000-$ 749,999 1.50% 1.52% $ 750,000-$ 999,999 1.00% 1.01% $1,000,000-$2,499,999 0.50% 0.50% $2,500,000+ 0.25% 0.25%
Shareholders of record in any First Union Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. (the "distributor" or "FSC") and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Sales charges may be reduced in some cases. You may be entitled to a reduction if: (1) you make a single large purchase, (2) you, your spouse and/or children (under 21 years) make Fund purchases on the same day, (3) you make an additional purchase to add to an existing account, (4) you sign a letter of intent indicating your intention to purchase at least $100,000 of Shares over the next 13 months, (5) you reinvest in a Fund within 30 days of redemption, or (6) you combine purchases of two or more First Union Funds which include front- end sales charges. In all of these cases, you must notify the distributor of your intentions in writing in order to qualify for a sales charge reduction. For more information, consult the Funds' Statements of Additional Information or the distributor. Class C Shares are sold at net asset value per Share without the imposition of a sales charge at the time of purchase. Shares redeemed within six years of their purchase will be subject to a CDSC according to the following schedule:
YEAR OF REDEMPTION CONTINGENT DEFERRED AFTER PURCHASE SALES CHARGE ------------------ ------------------- First 4.0% Second 3.0% Third 2.5% Fourth 2.0% Fifth 1.5% Sixth 0.5% Seventh None
No CDSC will be imposed on: (1) the portion of redemption proceeds attributable to increases in the value of the account due to increases in the net asset value per Share, (2) Shares acquired through reinvestment of dividends and capital gains, (3) Shares held for more than six years after the end of the calendar month of acquisition, (4) accounts following the death or disability of a shareholder, or (5) minimum required distributions to a shareholder over the age of 70 1/2 from an IRA or other retirement plan. CONVERSION FEATURE Class C Shares include all Shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending seven years after the end of the month in which the shareholder's order to purchase Class C Shares was accepted. At the end of this seven year period, Class C Shares may automatically convert to Class B Shares, in which case the Shares will no longer be subject to the higher Rule 12b-1 distribution fee which is assessed on Class C Shares. Such conversion will be on the basis of the relative net asset values of the two classes, without the imposition of any sales load, fee, or other charge. The purpose of the conversion feature is to relieve the holders of the Class C Shares that have been outstanding for a period of time sufficient for the distributor to have been compensated for distribution expenses related to the Class C Shares from most of the burden of such distribution-related expenses. For purposes of conversion to Class B Shares, Class C Shares purchased through the reinvestment of dividends and distributions paid on Class C Shares in a shareholder's Fund account will be considered to be held in a separate sub- account. Each time any Class C Shares in the shareholder's Fund account (other than those in the sub-account) convert to Class B Shares, an equal pro rata portion of the Class C Shares in the sub-account will also convert to Class B Shares. The availability of the conversion feature is subject to the granting of an exemptive order (the "Order") by the Securities and Exchange Commission (the "SEC") or the adoption of a rule permitting such conversion. In the event that the Order or rule ultimately issued by the SEC requires any conditions additional to those described in this prospectus, shareholders will be notified. BY TELEPHONE OR IN PERSON You may purchase Class B Shares and Class C Shares by telephone from the Mutual Funds Group of FUBS at 1-800-326-3241 or you may place the order in person at any First Union branch location. Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. All purchase orders received prior to 4:00 p.m. (Eastern time) on a regular business day are processed at that day's offering price. Payment is required within five business days. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, State Street Bank and Trust Company of Boston, Massachusetts ("State Street Bank") maintains a Share account for each shareholder of record. Share certificates are not issued, except with respect to investors who invest $1,000,000 or more in Class B Shares of the Florida Municipal Bond Fund. In such case, share certificates may be issued upon request by contacting the Fund. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. DEALER CONCESSION For sales of Shares of the Funds, a dealer will normally receive up to 85% of the applicable sales charge. Any portion of the sales charge which is not paid to a dealer will be retained by the distributor. However, the distributor, in its sole discretion, may uniformly offer to pay to all dealers selling Shares of the Funds, all or a portion of the sales charge it normally retains. If accepted by the dealer, such additional payments will be predicated upon the amount of Fund Shares sold. The sales charge for Shares sold other than through registered broker/dealers will be retained by FSC. FSC may pay fees to banks out of the sales charge in exchange for sales and/or administrative services performed on behalf of the bank's customers in connection with the initiation of customer accounts and purchases of Shares. HOW TO CONVERT - ------------------------ YOUR INVESTMENT ------------------------ - ------------------------ FROM ONE FIRST ------------------------ UNION FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Class B Shares of one First Union Fund for Class B Shares of any other First Union Fund, or Class C Shares of one First Union Fund for Class C Shares of any other First Union Fund by calling toll free 1-800-326- 3241 or by writing to FUBS. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their offering price determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the lose of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. The exchange of Class C Shares will not be subject to a CDSC. However, if the shareholder redeems Class C Shares within six years of the original purchase, a CDSC will be imposed. For purposes of computing the CDSC, the length of time the shareholder has owned Class C Shares will be measured from the date of original purchase and will not be affected by the exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------ HOW TO ------------------------ - ------------------------ REDEEM SHARES ------------------------ Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less, in the case of Class C Shares, any applicable CDSC. You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-3241, (2) by written request to FUBS or State Street Bank, or (3) in person at First Union. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record, normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. ADDITIONAL - ------------------------ SHAREHOLDER ------------------------ - ------------------------ SERVICES ------------------------ TELEPHONE SERVICES You may authorize electronic transfers of money to purchase Shares in any amount or to redeem any or all Shares in an account. The service may be used like an "electronic check" to move money between a bank account and an account in the Fund with a single telephone call. SYSTEMATIC INVESTMENT PLAN You may arrange for systematic monthly or quarterly investments in your account in amounts of $25 or more by directly debiting your bank account. TAX SHELTERED PLANS You may open a pension and profit sharing account in any First Union Fund (except those First Union Funds having an objective of providing tax free income) including Individual Retirement Accounts (IRAs), Rollover IRAs, Keogh Plans, Corporate Profit-Sharing, Pension and Salary-Reduction Plans. For details, including fees and application forms, call First Union toll free at 1- 800-669-2136 or write to First Union National Bank of North Carolina, Retirement Services, 301 South College Street, Charlotte, NC 28288-1169. SYSTEMATIC WITHDRAWAL PLAN If you are a shareholder with an account valued at $10,000 or more, you may have amounts of $100 or more sent from your account to you on a regular monthly or quarterly basis. MANAGEMENT - ------------------------ OF FIRST ------------------------ - ------------------------ UNION FUNDS ------------------------ Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $70.8 billion in total consolidated assets as of December 31, 1993. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $43.0 billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. Robert S. Drye is a Vice President of First Union National Bank of North Carolina, N.A., and has been with First Union since 1968. Since 1989, Mr. Drye has served as a portfolio manager for several of the First Union Funds and for certain common trust funds. Prior to 1989, Mr. Drye worked as a marketing specialist with FUBS. Mr. Drye has managed the South Carolina Municipal Bond Fund since its inception in January 1994. In addition, Mr. Drye has been the portfolio manager for the Florida Municipal Bond Fund since its inception in July 1993. Richard K. Marrone is a Vice President of First Union National Bank of North Carolina, N.A. Mr. Marrone joined First Union in May 1993 with eleven years of experience managing fixed income assets at Woodbridge Capital Management, a subsidiary of Comerica Bank, N.A. Mr. Marrone is responsible for the portfolio management of several First Union Funds and certain common trust funds. Mr. Marrone has served as portfolio manager of the North Carolina Municipal Bond Fund since May 1993, and portfolio manager of the Georgia Municipal Bond Fund since its inception in July 1993. Charles E. Jeanne joined First Union National Bank of North Carolina, N.A. in July 1993. Prior to joining First Union, Mr. Jeanne served as a trader/portfolio manager for First American Bank where he was responsible for individual accounts and common trust funds. Mr. Jeanne has been the portfolio manager for the Virginia Municipal Bond Fund since its inception in July 1993. From time to time, to the extent consistent with the objectives, policies and restrictions of the Funds, the Funds may invest in securities of issuers with which the Adviser has a lending relationship. DISTRIBUTION OF INVESTMENT SHARES FSC, a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Each class of Investment Shares of a Fund has adopted a separate plan for distribution of Shares permitted by Rule 12b-1 under the Investment Company Act of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule 12b-1 fee") at an annual rate of 0.75% of the average daily net asset value of the Fund to finance the sale of Shares. It is currently intended that annual Rule 12b-1 fees will be limited for the foreseeable future to payments to the distributor equal to 0.25% for Class B Shares and 0.75% for Class C Shares of a Fund's average daily net asset value. The distributor may pay all or a portion of the Rule 12b-1 fee to compensate selected brokers and financial institutions for selling Shares or for administrative services rendered in connection with the Shares. The Funds make no payments in connection with the sale of Shares other than the Rule 12b-1 fees paid to its distributor. The distributor, however, may pay a sales commission to brokers (including FUBS) in connection with the sale of Class C Shares. Except as set forth in the next paragraph, the Funds do not pay for unreimbursed expenses of the distributor. Since the Funds' Plans are "compensation" type plans, however, future Rule 12b-1 fees may permit recovery of such amounts or may result in a profit to the distributor. The distributor may sell, assign, or pledge its right to receive Rule 12b-1 fees and CDSCs to finance payments made to brokers (including FUBS) in connection with the sale of Class C Shares. First Union Corporation currently serves as principal lender in this financing program. Actual distribution expenses for Class C Shares at any given time may exceed the Rule 12b-1 fees and payments received pursuant to CDSCs. These unrecovered amounts, plus interest thereon, will be carried forward and paid from future Rule 12b-1 fees and payments received through CDSCs. If a Plan were terminated or not continued, the Funds would not be contractually obligated to pay for any expenses not previously reimbursed by the Funds or recovered through CDSCs. FSC, from time to time, may pay brokers additional sums of cash or promotional incentives based upon the amount of Shares sold. Such payments, if made, will be in addition to amounts paid under the Plans and will not be an expense of the Funds. FUND ADMINISTRATION Federated Administrative Services ("FAS"), a subsidiary of Federated Investors, provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank serves as custodian and transfer agent, and provides dividend disbursement and other shareholder services for the Funds. Legal counsel to those Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. - ------------------------ FEES AND EXPENSES ------------------------ - ------------------------ ------------------------ Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser receives an annual investment advisory fee equal to .50 of 1% of each of the Single State Municipal Bond Fund's average daily net assets. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
MAXIMUM AVERAGE AGGREGATE DAILY NET ADMINISTRATIVE FEE ASSETS OF THE TRUST ------------------- ----------------------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND INVESTMENT SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering a Fund and Shares of that Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred solely by the Class B Shares and Class C Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees, are allocated based upon the average daily net assets of each class of a Fund. SHAREHOLDER - ------------------------ RIGHTS AND ------------------------ - ------------------------ PRIVILEGES ------------------------ VOTING RIGHTS Each Share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As of February 3, 1994, FUBS, for the exclusive benefit of Robert Allen Jones and Larry Allen Jones of Florence, South Carolina, and for the exclusive benefit of Doris G. Foster and John H. Foster of Greenville, South Carolina, and acting in various capacities for numerous accounts, was the owner of record of 2,402 Shares (60.49%) and 1,493 Shares (37.59%), respectively, of the South Carolina Municipal Bond Fund--Class B Investment Shares, and therefore, may, for certain purposes, be deemed to control the South Carolina Municipal Bond Fund and be able to affect the outcome of certain matters presented for a vote of shareholders. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent, or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus, and the Statements of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------ DISTRIBUTIONS ------------------------ - ------------------------ AND TAXES ------------------------ Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared daily and paid monthly. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex-dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Funds or FUBS in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------ TAX INFORMATION ------------------------ - ------------------------ ------------------------ Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Shareholders of the Funds are not required to pay the federal regular income tax on any dividends received from a Fund that represent net interest on tax- exempt municipal bonds. However, under the Tax Reform Act of 1986, dividends representing net interest earned on some municipal bonds may be included in calculating the federal individual alternative minimum tax or the federal alternative minimum tax for corporations. The alternative minimum tax, up to 28% of alternative minimum taxable income for individuals and 20% for corporations, applies when it exceeds the regular tax for the taxable year. Alternative minimum taxable income is equal to the adjusted income of the taxpayer increased by certain "tax preference" items not included in regular taxable income and reduced by only a portion of the deductions allowed in the calculation of the regular tax. The Tax Reform Act of 1986 treats interest on certain "private activity" bonds issued after August 7, 1986, as a tax preference item. Unlike traditional governmental purpose municipal bonds, which finance roads, schools, libraries, prisons, and other public facilities, private activity bonds provide benefits to private parties. The Funds may purchase all types of municipal bonds, including "private activity" bonds. Thus, should a Fund purchase any such bonds, a portion of the Fund's dividends may be treated as a tax preference item. In addition, in the case of a corporate shareholder, dividends of a Fund which represent interest on municipal bonds may be subject to the 20% corporate alternative minimum tax because the dividends are included in a corporation's "adjusted current earnings." The corporate alternative minimum tax treats 75% of the excess of a taxpayer's pre-tax "adjusted current earnings" over the taxpayer's alternative minimum taxable income as a tax preference item. "Adjusted current earnings" is based upon the concept of a corporation's "earnings and profits." Since "earnings and profits" generally includes the full amount of any Fund dividend, and alternative minimum taxable income does not include the portion of the Fund's dividend attributable to municipal bonds which are not private activity bonds, the difference will be included in the calculation of the corporation's alternative minimum tax. Shareholders are urged to consult their own tax advisers to determine whether they are subject to alternative minimum tax or the corporate alternative minimum tax and, if so, the tax treatment of dividends paid by the Funds. Dividends of a Fund representing net interest income earned on some temporary investments, income earned on options transactions, and any realized net short- term gains are taxed as ordinary income. Distributions representing net long- term capital gains realized by the Funds, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. These tax consequences apply whether dividends are received in cash or as additional Shares. Information on the tax status of dividends and distributions is provided annually. Set forth below are brief descriptions of the personal income tax status of an investment in each of the Funds under, respectively, Florida, Georgia, North Carolina, South Carolina, and Virginia tax laws currently in effect. Income from a Fund is not necessarily free from state income taxes in states other than its designated state. State laws differ on this issue, and shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local laws. A statement setting forth the state income tax status of all distributions made during each calendar year will be sent to shareholders annually. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE FLORIDA MUNICIPAL BOND FUND Florida does not currently impose an income tax on individuals. Thus, individual shareholders of the Florida Municipal Bond Fund will not be subject to any Florida state income tax on distributions received from the Florida Municipal Bond Fund. However, certain distributions will be taxable to corporate shareholders which are subject to Florida corporate income tax. Florida currently imposes an intangibles tax at the annual rate of 0.20% on certain securities and other intangible assets owned by Florida residents. Certain types of tax exempt securities of Florida issuers, U.S. government securities and tax exempt securities issued by certain U.S. territories and possessions are exempt from this intangibles tax. Shares of the Florida Municipal Bond Fund will also be exempt from the Florida intangibles tax if the portfolio consists exclusively of securities exempt from the intangibles tax on the last business day of the calendar year. If the portfolio consists of any assets which are not so exempt on the last business day of the calendar year, however, only the portion of the Shares of the Florida Municipal Bond Fund which relate to securities issued by the United States and its possessions and territories will be exempt from the Florida intangibles tax, and the remaining portion of such Shares will be fully subject to the intangibles tax, even if they partly relate to Florida tax exempt securities. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE GEORGIA MUNICIPAL BOND FUND Under existing Georgia law, shareholders of the Georgia Municipal Bond Fund will not be subject to individual or corporate Georgia income taxes on distributions from the Georgia Municipal Bond Fund to the extent that such distributions represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest-bearing obligations issued by or on behalf of the State of Georgia or its political subdivisions, or (2) interest on obligations of the United States or of any other issuer whose obligations are exempt from state income taxes under federal law. Distributions, if any, derived from capital gains or other sources generally will be taxable for Georgia income tax purposes to shareholders of the Georgia Municipal Bond Fund who are subject to the Georgia income tax. For purposes of the Georgia intangibles tax, Shares of the Georgia Municipal Bond Fund likely are taxable (at the rate of 10 cents per $1,000 in value of the Shares held on January 1 of each year) to shareholders who are otherwise subject to such tax. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE NORTH CAROLINA MUNICIPAL BOND FUND Under existing North Carolina law, shareholders of the North Carolina Municipal Bond Fund will not be subject to individual or corporate North Carolina income taxes on distributions from the North Carolina Municipal Bond Fund to the extent that such distributions represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest on obligations issued by North Carolina and political subdivisions thereof or (2) interest on obligations of the United States or its territories or possessions. Distributions, if any, derived from capital gains or other sources generally will be taxable for North Carolina income tax purposes to shareholders of the North Carolina Municipal Bond Fund who are subject to the North Carolina income tax. North Carolina currently imposes an intangibles tax (at the rate of 25 cents per $100 in value of the shares held on December 31 of each year) on all shares of stock, including mutual funds. However, shareholders of North Carolina Municipal Bond Fund may exclude from share value that proportion of the total share value which is attributable to direct obligations of the State of North Carolina, its subdivisions, and the United States held in the North Carolina Municipal Bond Fund as of December 31 of the taxable year. The North Carolina Municipal Bond Fund will annually furnish to its shareholders a statement supporting the proper allocation. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE SOUTH CAROLINA MUNICIPAL BOND FUND Under existing South Carolina law, shareholders of the South Carolina Municipal Bond Fund will not be subject to individual or corporate South Carolina income taxes on South Carolina Municipal Bond Fund dividends to the extent that such dividends represent exempt-interest dividends for federal income tax purposes that are attributable to (1) interest on obligations of the State of South Carolina, or any of its political subdivisions; (2) interest on obligations of the United States; or (3) interest on obligations of any agency or instrumentality of the United States that is prohibited by federal law from being taxed by a state or any political subdivision of a state. To the extent that distributions from the Fund are attributable to capital gains or other sources, such distributions will not be exempt from South Carolina income taxation. ADDITIONAL TAX INFORMATION FOR SHAREHOLDERS OF THE VIRGINIA MUNICIPAL BOND FUND Under existing Virginia law, shareholders of the Virginia Municipal Bond Fund will not be subject to individual or corporate Virginia income taxes on distributions received from the Virginia Municipal Bond Fund to the extent that such distributions are attributable to interest earned on (1) obligations issued by or on behalf of the Commonwealth of Virginia or any political subdivision thereof, or (2) obligations issued by a territory or possession of the United States or any subdivision thereof which federal law exempts from state income taxes. Distributions, if any, derived from capital gains or other sources generally will be taxable for Virginia income tax purposes to shareholders of the Virginia Municipal Bond Fund who are subject to Virginia income tax. - ------------------------ OTHER CLASSES ------------------------ - ------------------------ OF SHARES ------------------------ First Union Single State Municipal Bond Funds offer three classes of shares: Class B Shares and Class C Shares for individuals and other customers of First Union and Trust Shares for institutional investors. Trust Shares are sold to accounts for which First Union or other financial institutions act in a fiduciary or agency capacity at net asset value without a sales charge at a minimum investment of $1,000. Trust Shares are not sold pursuant to a Rule 12b-1 plan. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares and Class C Shares will be less than those payable to Trust Shares by the difference between distribution expenses borne by the shares of each respective class. - ------------------------ ADDRESSES ------------------------ - ------------------------ ------------------------ - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Custodian, Transfer Agent, and Dividend Disbursing Agent State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- Federated Securities Corp., Distributor 3052402A (6/93) 533107 FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union North Carolina Municipal Bond Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-10 (9/94) FIRST UNION NORTH CAROLINA MUNICIPAL BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union North Carolina Municipal Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. ----------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Repurchase Agreements 4 Reverse Repurchase Agreements 4 Lending of Portfolio Securities 5 Restricted Securities 5 Portfolio Turnover 5 Investment Limitations 5 North Carolina Investment Risks 7 TRUST MANAGEMENT 8 - --------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 9 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 9 - --------------------------------------------------------------- Adviser to the Fund 9 Advisory Fees 9 BROKERAGE TRANSACTIONS 10 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - --------------------------------------------------------------- PURCHASING SHARES 10 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - --------------------------------------------------------------- Valuing Municipal Bonds 12 Use of Amortized Cost 12 Valuing Options 12 REDEEMING SHARES 12 - --------------------------------------------------------------- Redemption in Kind 12 TAX STATUS 13 - --------------------------------------------------------------- The Fund's Tax Status 13 Shareholders' Tax Status 13 TOTAL RETURN 13 - --------------------------------------------------------------- YIELD 13 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 14 - --------------------------------------------------------------- Tax Equivalency Table 14 PERFORMANCE COMPARISONS 15 - --------------------------------------------------------------- FINANCIAL STATEMENTS 15 - --------------------------------------------------------------- APPENDIX 16 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union North Carolina Municipal Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide current income which is exempt from federal regular income tax and North Carolina state income tax consistent with preservation of capital. In addition, the Fund intends to qualify as an investment substantially exempt from the North Carolina intangible personal property tax. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in a non-diversified portfolio of North Carolina municipal securities. PARTICIPATION INTERESTS 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 and state tax. The financial institutions from which the Fund purchases participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give the Fund the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days). VARIABLE RATE MUNICIPAL SECURITIES Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Fund are subject to repayment of principal (usually within seven days) on the Fund's demand. The terms of these variable rate demand instruments require payment of principal obligations by the issuer of the participation interests or a guarantor of either issuer. All variable rate municipal securities will meet the quality standards for the Fund. The Fund's adviser has been instructed by the Trust's Board of Trustees (the "Trustees") to monitor the pricing, quality, and liquidity of the variable rate municipal securities, including participation interests held by the Fund, on the basis of published financial information and reports of the rating agencies and other analytical services. MUNICIPAL LEASES The Fund may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment or that the substitute source of payment would generate tax-exempt income. When determining whether municipal leases purchased by the Fund will be classified as a liquid or illiquid security, the Trustees have directed the Fund's adviser to consider certain factors, such as: the frequency of trades and quotes for the security; the volatility of quotations and trade prices for the security, the number of dealers willing to purchase or sell the security and the number of potential purchasers; dealer undertaking to make a market in the security; the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); the rating of the security and the financial condition and prospects of the issuer of the security; whether the lease can be terminated by the lessee; the potential recovery, if any, from a sale of the leased property upon termination of the lease; the lessee's general credit strength (e.g., its debt, administrative, economic and financial characteristics and prospects); the likelihood that the lessee will discontinue appropriating funding for the lease property because the property is no longer deemed essential to its operations (e.g., the potential for an "event of nonappropriation"); any credit enhancement or legal recourse provided upon an event of nonappropriation or other termination of the lease; and such other factors as may be relevant to the Fund's ability to dispose of the security. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contracts. Additionally, the Fund may buy and sell call and put options on portfolio securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the realized decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the writers or buyers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or other securities to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Fund may enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities laws. The Fund will not invest more than 15% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of portfolio turnover exceeding 100%. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the portfolio turnover rate for the Fund was 57%. 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. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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 REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in municipal bonds secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities. However, the Fund may purchase put and call options on portfolio securities and on financial futures contracts. In addition, the Fund reserves the right to hedge the portfolio by entering into financial futures contracts and to sell puts and calls on financial futures contracts. 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 or the Declaration of Trust. 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, the Fund may invest as temporary investments 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, such as repurchase agreements. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate its assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. 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 and municipal leases not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in industrial development bonds where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. INVESTING IN MINERALS The Fund will not purchase interests in or sell, oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items." NORTH CAROLINA INVESTMENT RISKS Because the Fund will ordinarily invest 80% or more of its net assets in North Carolina obligations, it is more susceptible to factors affecting North Carolina (or the "State") issuers than is a comparable municipal bond fund not concentrated in the obligations of issuers located in a single state. North Carolina has an economy largely dependent on manufacturing and agriculture. In each area, the focus is narrow, with textiles and furniture dominating industry lines and eggs, poultry, and tobacco constituting the principal commodities. Manufacturing (particularly the textile industry), which continues to be far more important in North Carolina than in the nation, has been adversely affected by international competition. Tobacco farming continues to be affected by major federal legislation and regulatory measures, and by international competition. North Carolina ranks among the top ten states in terms of economic growth as measured by job and personal income growth. Diversification into financial services, research and high technology manufacturing is reducing the State's historical dependence on agriculture, textiles, and furniture manufacturing. North Carolina is characterized by moderate debt levels (albeit with growing capital needs), favorable economic performance, and financial strengths exhibited over the past several years. North Carolina is one of only several states expected to sustain favorable economic expansion throughout the 1990's, according to the U.S. Bureau of Economic Analysis indicators. Economic growth in the State is bolstered by a lower-than-average cost of living, income levels at about 90% of U.S. averages--though it is much higher in the metropolitan centers--and a highly respected public and private higher education system, including the University of North Carolina at Chapel Hill and Duke University in Durham. The North Carolina State Constitution requires that the total expenditures of the State for a fiscal period shall not exceed the total of receipts during the fiscal period and the surplus remaining in the State Treasury at the beginning of the period. In certain of the past several years, the State has had to restrict expenditures to comply with the State Constitution. The State has a long record of sound financial operations, and while the revenue system is narrow, the budget balancing law is strong and appropriate curbs are made when necessary. Financial operations for the State have been restored to their historically-healthy position after a period of strain between fiscal years 1990 and 1992. Available unreserved balances and budget stabilization reserves totaled $440 million at the end of fiscal 1993--equivalent to 6.1% of annual expenditures. Conservative revenue assumptions and sound budgeting practices should result in similar balances throughout the current biennium. The restoration of adequate reserve levels confirms the State's longstanding commitment to a sound financial position. As of December 31, 1993, general obligations of the State of North Carolina were rated Aaa/AAA/AAA by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P") and Fitch Investors Service ("Fitch"), respectively. Both S&P and Fitch view the State's credit trend as "Stable." There can be no assurance that the economic conditions on which these ratings are based will continue or that particular bond issues may not be adversely affected by changes in economic, political or other conditions. North Carolina obligations also include obligations of the governments of Puerto Rico, the Virgin Islands and Guam to the extent these obligations are exempt from North Carolina State personal income taxes. The Fund will not invest more than 5% of its net assets in the obligations of each of the Virgin Islands and Guam, but may invest without limitation in the obligations of Puerto Rico. Accordingly, the Fund may be adversely affected by local political and economic conditions and developments within Puerto Rico affecting the issuers of such obligations. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not being offered. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of Thomas H. Wright III of Wilmington, North Carolina, owned approximately 89,475 Shares (6.98%); and FUBS, for the exclusive benefit of Wright Chemical Corporation of Wilmington, North Carolina, owned approximately 155,821 Shares (12.16%). As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the Adviser earned advisory fees of $170,496, all of which were voluntarily waived. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, the Fund incurred $48,493 in administrative service costs, all of which were voluntarily waived. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the period from January 11, 1993 (commencement of operations) to December 31, 1993, brokers and administrators (financial institutions) did not receive any fees pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. USE OF AMORTIZED COST The Trustees have decided that the fair value of debt securities authorized to be purchased by the Fund with remaining maturities of 60 days or less at the time of purchase shall be their amortized cost value, unless the particular circumstances of the security indicate otherwise. Under this method, portfolio instruments and assets are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. The Trustees periodically assess this method of valuation and recommend changes where necessary to assure that the Fund's portfolio instruments are valued at their fair value as determined in good faith by the Trustees. VALUING OPTIONS Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS No portion of any income dividend paid by the Fund is eligible for the dividends received deductions available to corporations. CAPITAL GAINS Capital gains or losses may be realized by the Fund on the sale of portfolio securities and as a result of discounts from par value on securities held to maturity. Sales would generally be made because of: the availability of higher relative yields; differentials in market values; new investment opportunities; changes in creditworthiness of an issuer; or an attempt to preserve gains or limit losses. Distribution of long-term capital gains are taxed as such, whether they are taken in cash or reinvested, and regardless of the length of time the shareholder has owned the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's cumulative total return for Class B Investment Shares and Class C Investment Shares from January 12, 1993 (start of performance) to December 31, 1993, were 6.79% and 6.63%, respectively. Trust Shares were not being offered during the period ended December 31, 1993. Cumulative total return reflects the Fund's total performance over a specified period of time. This total return assumes and is reduced by the payment of the maximum sales load. The Fund's total return is representative of only eleven months of investment activity since the Fund's effective date. YIELD - -------------------------------------------------------------------------------- The Fund's yields for Class B Investment Shares and Class C Investment Shares were 4.89% and 4.61%, respectively, for the thirty-day period ended December 31, 1993. Trust Shares were not being offered during the period ended December 31, 1993. The yield for all classes of shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC), earned by any class of Shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The Fund's tax equivalent yields for Class B Investment Shares and Class C Investment Shares for the thirty-day period ended December 31, 1993, were 6.79% and 6.40%, respectively, assuming a 28% tax rate and 7.09% and 6.68%, respectively, assuming a 31% tax rate. Trust Shares were not being offered during the period ended December 31, 1993. The tax equivalent yield for all classes of shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that any class would have had to earn to equal its actual yield, assuming that income is 100% tax- exempt. TAX EQUIVALENCY TABLE Each class of Shares may also use a tax equivalency table in advertising and sales literature. The interest earned by the municipal bonds in the portfolio generally remains free from federal regular income tax,* and is often free from state and local taxes as well. As the table below indicates, a "tax-free" investment is an attractive choice for investors, particularly in times of narrow spreads between tax-free and taxable yields. TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF NORTH CAROLINA - ------------------------------------------------------------------------------------------ TAX BRACKET: FEDERAL 15.00% 28.00% 31.00% 31.00% 36.00% 39.60% COMBINED FEDERAL AND STATE 22.00% 35.00% 38.00% 38.75% 43.75% 47.35% - ------------------------------------------------------------------------------------------ JOINT $1- $38,001- $91,851- $100,001- $140,001- Over RETURN: 36,900 91,850 100,000 140,000 250,000 $ 250,000 SINGLE $1- $22,751- $55,101- $60,001- $140,001- Over RETURN: 22,750 55,100 60,000 140,000 250,000 $ 250,000 - ------------------------------------------------------------------------------------------ TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT - ------------------------------------------------------------------------------------------
3.50% 4.49% 5.38% 5.65% 5.71% 6.22% 6.65% 4.00 5.13 6.15 6.45 6.53 7.11 7.60 4.50 5.77 6.92 7.26 7.35 8.00 8.55 5.00 6.41 7.69 8.06 8.16 8.89 9.50 5.50 7.05 8.46 8.87 8.98 9.78 10.45 6.00 7.69 9.23 9.68 9.80 10.67 11.40 6.50 8.33 10.00 10.48 10.61 11.56 12.35 7.00 8.97 10.77 11.29 11.43 12.44 13.30 7.50 9.62 11.54 12.10 12.24 13.33 14.25 8.00 10.26 12.31 12.90 13.06 14.22 15.19
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. North Carolina residents and North Carolina corporations may exclude from the share value of the North Carolina Municipal Bond Fund for the purposes of the North Carolina intangible personal property tax that proportion of the total share value which is attributable to the value of the direct obligations of the State of North Carolina, of the United States, and of their political subdivisions held in the Fund as of December 31 of the taxable year. The North Carolina Municipal Bond Fund will annually furnish to its shareholders a statement supporting the proper allocation. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of any class of Shares. *Some portion of each class's income may be subject to the federal alternative minimum tax and state and local taxes. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 GENERAL OBLIGATION MUNICIPAL BOND INDEX is comprised of state general obligation debt issues. These bonds are rated A or better and represent a variety of coupon ranges. Index figures are total returns calculated for one, three, and twelve month periods as well as year-to-date. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union North Carolina Municipal Bond Portfolio for the fiscal year ended December 31, 1993, are incorporated herein by reference from the Trust's Annual Report dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. MUNICIPAL 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 some time 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. 3031004B (2/94) FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Florida Municipal Bond Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-08 (9/94) FIRST UNION FLORIDA MUNICIPAL BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Florida Municipal Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Repurchase Agreements 4 Reverse Repurchase Agreements 4 Lending of Portfolio Securities 5 Restricted Securities 5 Portfolio Turnover 5 Investment Limitations 5 Florida Investment Risks 7 TRUST MANAGEMENT 8 - --------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 9 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 9 - --------------------------------------------------------------- Adviser to the Fund 9 Advisory Fees 9 BROKERAGE TRANSACTIONS 10 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - --------------------------------------------------------------- PURCHASING SHARES 10 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - --------------------------------------------------------------- Valuing Municipal Bonds 12 Use of Amortized Cost 12 Valuing Options 12 REDEEMING SHARES 12 - --------------------------------------------------------------- Redemption in Kind 12 TAX STATUS 13 - --------------------------------------------------------------- The Fund's Tax Status 13 Shareholders' Tax Status 13 TOTAL RETURN 13 - --------------------------------------------------------------- YIELD 13 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 14 - --------------------------------------------------------------- Tax Equivalency Table 14 PERFORMANCE COMPARISONS 16 - --------------------------------------------------------------- FINANCIAL STATEMENTS 17 - --------------------------------------------------------------- APPENDIX 18 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Florida Municipal Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide current income which is exempt from federal regular income tax consistent with the preservation of capital. In addition, the Fund intends to qualify as an investment exempt from Florida state intangibles tax. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in a non-diversified portfolio of Florida municipal securities. PARTICIPATION INTERESTS 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 and state tax. The financial institutions from which the Fund purchases participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give the Fund the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days). VARIABLE RATE MUNICIPAL SECURITIES Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Fund are subject to repayment of principal (usually within seven days) on the Fund's demand. The terms of these variable rate demand instruments require payment of principal obligations by the issuer of the participation interests or a guarantor of either issuer. All variable rate municipal securities will meet the quality standards for the Fund. The Fund's adviser has been instructed by the Trust's Board of Trustees (the "Trustees") to monitor the pricing, quality, and liquidity of the variable rate municipal securities, including participation interests held by the Fund, on the basis of published financial information and reports of the rating agencies and other analytical services. MUNICIPAL LEASES The Fund may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment or that the substitute source of payment would generate tax-exempt income. When determining whether municipal leases purchased by the Fund will be classified as a liquid or illiquid security, the Trustees have directed the Fund's adviser to consider certain factors, such as: the frequency of trades and quotes for the security; the volatility of quotations and trade prices for the security, the number of dealers willing to purchase or sell the security and the number of potential purchasers; dealer undertakings to make a market in the security; the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); the rating of the security and the financial condition and prospects of the issuer of the security; whether the lease can be terminated by the lessee; the potential recovery, if any, from a sale of the leased property upon termination of the lease; the lessee's general credit strength (e.g., its debt, administrative, economic and financial characteristics and prospects); the likelihood that the lessee will discontinue appropriating funding for the lease property because the property is no longer deemed essential to its operations (e.g., the potential for an "event of nonappropriation"); any credit enhancement or legal recourse provided upon an event of nonappropriation or other termination of the lease; and such other factors as may be relevant to the Fund's ability to dispose of the security. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contracts. Additionally, the Fund may buy and sell call and put options on portfolio securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the realized decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the writers or buyers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or other securities to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Fund may enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities laws. The Fund will not invest more than 15% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of portfolio turnover exceeding 100%. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the portfolio turnover rate for the Fund was 3%. 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. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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 REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in municipal bonds secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities. However, the Fund may purchase put and call options on portfolio securities and on financial futures contracts. In addition, the Fund reserves the right to hedge the portfolio by entering into financial futures contracts and to sell puts and calls on financial futures contracts. 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 or the Declaration of Trust. 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, the Fund may invest as temporary investments 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, such as repurchase agreements. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate its assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. 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 and municipal leases not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in industrial development bonds where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. INVESTING IN MINERALS The Fund will not purchase interests in or sell, oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items." FLORIDA INVESTMENT RISKS The Fund invests in obligations of Florida issuers, which results in the Fund's performance being subject to risks associated with the overall conditions present within the state. The following information is a brief summary of the recent prevailing economic conditions and a general summary of the state's financial status. This information is based on official statements relating to securities that have been offered by Florida issuers and from other sources believed to be reliable, but should not be relied upon as a complete description of all relevant information. Florida is the twenty-second largest state, with an area of 54,136 square miles and a water area of 4,424 square miles. The state is 447 miles long and 361 miles wide with a tidal shoreline of almost 2,300 miles. According to the U.S. Census Bureau, Florida moved past Illinois in 1986 to become the fourth most populous state, and as of 1990, had an estimated population of 13.2 million. Services and trade continue to be the largest components of the Florida economy, reflecting the importance of tourism as well as the need to serve Florida's rapidly growing population. Agriculture is also an important part of the economy, particularly citrus fruits. Oranges have been the principal crop, accounting for 70% of the nation's output. Manufacturing, although of less significance, is a rapidly growing component of the economy. The economy also has substantial insurance, banking, and export participation. Unemployment rates have historically been below national averages, but have recently risen above the national rate. Section 215.32 of the Florida Statutes provides that financial operations of the State of Florida covering all receipts and expenditures be maintained through the use of three funds--the General Revenue Fund, the Trust Fund and the Working Capital Fund. The General Revenue Fund receives the majority of state tax revenues. The Working Capital Fund receives revenues in excess of appropriations and its balances are freely transferred to the General Revenue Fund as necessary. In November, 1992, Florida voters approved a constitutional amendment requiring the state to fund a Budget Stabilization Fund to 5% of general revenues, with funding to be phased in over five years beginning in fiscal 1995. The Working Capital Fund will become the Budget Stabilization Fund. Major sources of tax revenues to the General Revenue Fund are the sales and use tax, corporate income tax and beverage tax. The over-dependence on the sensitive sales tax creates vulnerability to recession. Accordingly, financial operations have been strained during the past few years, but the state has responded in a timely manner to maintain budgetary control. The state is highly vulnerable to hurricane damage. Hurricane Andrew devastated portions of southern Florida in August, 1992, costing billions of dollars in emergency relief, damage, and repair costs. However, the overall financial condition of the major issuers of municipal bond debt in the state were relatively unaffected by Hurricane Andrew, due to federal disaster assistance payments and the overall level of private insurance. However, it is possible that single revenue-based local bond issues could be severely impacted by storm damage in certain circumstances. Florida's debt structure is complex. Most state debt is payable from specified taxes and additionally secured by the full faith and credit of the state. Under the general obligation pledge, to the extent specified taxes are insufficient, the state is unconditionally required to make payment on bonds from all non-dedicated taxes. The Fund's concentration in securities issued by the state and its political subdivisions provides a greater level of risk than a fund which is diversified across numerous states and municipal entities. The ability of the state or its municipalities to meet their obligations will depend on the availability of tax and other revenues; economic, political, and demographic conditions within the state; and the underlying condition of the state, and its municipalities. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director; Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not effective. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of Enrique Lavernia and Nidia Lavernia of Boca Raton, Florida, owned approximately 73,611 Shares (8.21%); FUBS, for the exclusive benefit of Ivan Lavernia and Nadina Lavernia of Lighthouse Point, Florida, owned approximately 53,782 Shares (6.00%); FUBS, for the exclusive benefit of Lisa L. Speer Trust, Richard W. Baker, Trustee, of Holiday, Florida, owned approximately 65,000 Shares (7.25%); and FUBS, for the exclusive benefit of Frank M. Patti of Pensacola, Florida, owned approximately 51,895 Shares (5.79%). As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Adviser earned advisory fees of $31,835, all of which were voluntarily waived. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Fund incurred $24,932 in administrative service costs, all of which were voluntarily waived. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13- month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans ") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, brokers and administrators (financial institutions) received fees in the amount of $39,925 pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. USE OF AMORTIZED COST The Trustees have decided that the fair value of debt securities authorized to be purchased by the Fund with remaining maturities of 60 days or less at the time of purchase shall be their amortized cost value, unless the particular circumstances of the security indicate otherwise. Under this method, portfolio instruments and assets are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. The Trustees periodically assess this method of valuation and recommend changes where necessary to assure that the Fund's portfolio instruments are valued at their fair value as determined in good faith by the Trustees. VALUING OPTIONS Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS No portion of any income dividend paid by the Fund is eligible for the dividends received deductions available to corporations. CAPITAL GAINS Capital gains or losses may be realized by the Fund on the sale of portfolio securities and as a result of discounts from par value on securities held to maturity. Sales would generally be made because of: the availability of higher relative yields; differentials in market values; new investment opportunities; changes in creditworthiness of an issuer; or an attempt to preserve gains or limit losses. Distribution of long-term capital gains are taxed as such, whether they are taken in cash or reinvested, and regardless of the length of time the shareholder has owned the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's cumulative total return for Class B Investment Shares from July 5, 1993 (start of performance) to December 31, 1993, was 1.38%. The Fund's cumulative total return for Class C Investment Shares from July 1, 1993 (start of performance) to December 31, 1993, was 1.34%. Trust Shares were not effective during the period ended December 31, 1993. Cumulative total return reflects the Fund's total performance over a specified period of time. This total return assumes and is reduced by the payment of the maximum sales load. The Fund's total return is representative of only six months of investment activity since the Fund's effective date. YIELD - -------------------------------------------------------------------------------- The Fund's yields for Class B Investment Shares and Class C Investment Shares were 4.85% and 4.57%, respectively, for the thirty-day period ended December 31, 1993. Trust Shares were not effective during the period ended December 31, 1993. The yield for all classes of Shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC) earned by any class of shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The Fund's tax equivalent yields for Class B Investment Shares and Class C Investment Shares for the thirty-day period ended December 31, 1993, were 6.74% and 6.35%, respectively, assuming a 28% tax rate and 7.03% and 6.62%, respectively, assuming a 31% tax rate. Trust Shares were not effective during the period ended December 31, 1993. The tax equivalent yield for all classes of Shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that any class would have had to earn to equal its actual yield, assuming that both the income and value of the investment are 100% taxable. TAX EQUIVALENCY TABLE
TAX-EQUIVALENT YIELD TABLE FOR 1994 STATE OF FLORIDA - -------------------------------------------------------------------------------- TAX-FREE YIELD--4.00% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 4.71% 19.25% 4.95% 28.00 5.56 31.60 5.85 31.00 5.80 34.45 6.10 36.00 6.25 39.20 6.58 39.60 6.62 42.62 6.97 - -------------------------------------------------------------------------------- TAX-FREE YIELD--4.50% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 5.29% 18.78% 5.54% 28.00 6.25 31.20 6.54 31.00 6.52 34.07 6.83 36.00 7.03 38.84 7.36 39.60 7.45 42.28 7.80 - -------------------------------------------------------------------------------- TAX-FREE YIELD--5.00% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 5.88% 18.40% 6.13% 28.00 6.94 30.88 7.23 31.00 7.25 33.76 7.55 36.00 7.81 38.56 8.14 39.60 8.28 42.02 8.62 - -------------------------------------------------------------------------------- TAX-FREE YIELD--5.50% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 6.47% 18.09% 6.71% 28.00 7.64 30.62 7.93 31.00 7.97 33.51 8.27 36.00 8.59 38.33 8.92 39.60 9.11 41.80 9.45 - -------------------------------------------------------------------------------- TAX-FREE YIELD--6.00% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 7.06% 17.83% 7.30% 28.00 8.33 30.40 8.62 31.00 8.70 33.30 9.00 36.00 9.38 38.13 9.70 39.60 9.93 41.61 10.28 - -------------------------------------------------------------------------------- TAX-FREE YIELD--6.50% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 7.65% 17.62% 7.89% 28.00 9.03 30.22 9.31 31.00 9.42 33.12 9.72 36.00 10.16 37.97 10.48 39.60 10.76 41.46 11.10 - -------------------------------------------------------------------------------- TAX-FREE YIELD--7.00% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 8.24% 17.43% 8.48% 28.00 9.72 30.06 10.01 31.00 10.14 32.97 10.44 36.00 10.94 37.83 11.26 39.60 11.59 41.33 11.93 - -------------------------------------------------------------------------------- TAX-FREE YIELD--7.50% - -------------------------------------------------------------------------------- FEDERAL FEDERAL AND AND FEDERAL FEDERAL INTANGIBLES INTANGIBLES TAX TAXABLE COMBINED TAXABLE BRACKET OF EQUIVALENT TAX RATE* EQUIVALENT - -------------------------------------------------------------------------------- 15.00% 8.82% 17.27% 9.07% 28.00 10.42 29.92 10.70 31.00 10.87 32.84 11.17 36.00 11.72 37.71 12.04 39.60 12.42 41.21 12.76
Yields shown are for illustration purposes only and are not meant to represent the Fund's actual yield. *_ A Florida state intangibles tax on personal property after exemptions of $2.0 per $1,000 is generally imposed on the value of stocks, bonds, and other evidences of indebtedness. An example of the effect of the Florida intangibles tax on the tax brackets of Florida taxpayers is as follows. A $10,000 investment subject to the intangibles tax would require payment of $20 annually in intangibles taxes. If the investment yielded 6.5% annually or $650, the intangibles tax as a percentage of income would be $20/$650 or 3.08%. If a taxpayer were in the 31% federal income tax bracket, assuming the intangibles taxes were deducted as an itemized deduction on the shareholder's federal return, the taxpayer would be in a combined federal and Florida state tax bracket of 33.12% 31% + (1--.31) x 3.08% with respect to such investment. In order to meet its investment objective of qualifying as an investment exempt from the Florida intangibles tax, the Fund's portfolio must consist entirely of exempt securities on the last business day of the calendar year. There is no assurance that the Fund will meet this objective. If the Fund fails to meet this objective, then a shareholder should refer to the federal taxable yield equivalent column. A Florida taxpayer whose other intangible personal property is exempt or partially exempt from tax due to the availability of exemptions will have a lower taxable equivalent yield than indicated above. The above-indicated federal income tax brackets do not take into account the effect of a reduction in the deductibility of itemized deductions for taxpayers with adjusted gross income in excess of $108,450, nor the effects of phaseout of personal exemptions for single and joint filers with adjusted gross incomes in excess of $108,450 and $162,700, respectively. The effective tax brackets and equivalent taxable yields of such taxpayers will be higher than those indicated above. While it is expected that a substantial portion of the interest income distributed to the Fund's shareholders will be exempt from the regular federal income tax, portions of such distributions, from time to time, may be subject to such tax. This table does not take into account the Florida intangibles tax, state or local taxes, if any, payable on Fund distributions to individuals who are not Florida residents, or intangibles taxes, if any, imposed under the laws of other states. It should also be noted that the interest earned on certain "private activity bonds" issued after August 7, 1986, while exempt from the regular federal income tax, is treated as a tax preference item which could subject the recipient to the federal alternative minimum tax. The illustrations assume that the federal alternative minimum tax is not applicable. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 FLORIDA MUNICIPAL BOND INDEX is a total return performance benchmark for the Florida long-term, investment grade, tax-exempt bond market. Returns and attributes for this index are calculated semi-monthly using municipal bonds classified as General Obligation Bonds (state and local), Revenue Bonds (excluding insured revenue bonds), Insured Bonds (includes all bond insurers with Aaa/AAA ratings), and Prerefunded Bonds. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Florida Municipal Bond Portfolio for the fiscal year ended December 31, 1993, are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. MUNICIPAL 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 some time 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. 3031209B (2/94) FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Georgia Municipal Bond Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-09 (9/94) FIRST UNION GEORGIA MUNICIPAL BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Georgia Municipal Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Repurchase Agreements 4 Reverse Repurchase Agreements 4 Lending of Portfolio Securities 5 Restricted Securities 5 Portfolio Turnover 5 Investment Limitations 5 Georgia Investment Risks 7 TRUST MANAGEMENT 8 - --------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 8 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 9 - --------------------------------------------------------------- Adviser to the Fund 9 Advisory Fees 9 BROKERAGE TRANSACTIONS 9 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - --------------------------------------------------------------- PURCHASING SHARES 10 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - --------------------------------------------------------------- Valuing Municipal Bonds 12 Use of Amortized Cost 12 Valuing Options 12 REDEEMING SHARES 12 - --------------------------------------------------------------- Redemption in Kind 12 TAX STATUS 12 - --------------------------------------------------------------- The Fund's Tax Status 12 Shareholders' Tax Status 13 TOTAL RETURN 13 - --------------------------------------------------------------- YIELD 13 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 13 - --------------------------------------------------------------- Tax Equivalency Table 14 PERFORMANCE COMPARISONS 14 - --------------------------------------------------------------- FINANCIAL STATEMENTS 15 - --------------------------------------------------------------- APPENDIX 16 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Georgia Municipal Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide current income which is exempt from federal regular income tax and Georgia state income tax consistent with preservation of capital. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in a non-diversified portfolio of Georgia municipal securities. PARTICIPATION INTERESTS 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 and state tax. The financial institutions from which the Fund purchases participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give the Fund the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days). VARIABLE RATE MUNICIPAL SECURITIES Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Fund are subject to repayment of principal (usually within seven days) on the Fund's demand. The terms of these variable rate demand instruments require payment of principal obligations by the issuer of the participation interests or a guarantor of either issuer. All variable rate municipal securities will meet the quality standards for the Fund. The Fund's adviser has been instructed by the Trust's Board of Trustees (the "Trustees") to monitor the pricing, quality, and liquidity of the variable rate municipal securities, including participation interests held by the Fund, on the basis of published financial information and reports of the rating agencies and other analytical services. MUNICIPAL LEASES The Fund may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment or that the substitute source of payment would generate tax-exempt income. When determining whether municipal leases purchased by the Fund will be classified as a liquid or illiquid security, the Trustees have directed the Fund's adviser to consider certain factors, such as: the frequency of trades and quotes for the security; the volatility of quotations and trade prices for the security, the number of dealers willing to purchase or sell the security and the number of potential purchasers; dealer undertakings to make a market in the security; the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); the rating of the security and the financial condition and prospects of the issuer of the security; whether the lease can be terminated by the lessee; the potential recovery, if any, from a sale of the leased property upon termination of the lease; the lessee's general credit strength (e.g., its debt, administrative, economic and financial characteristics and prospects); the likelihood that the lessee will discontinue appropriating funding for the lease property because the property is no longer deemed essential to its operations (e.g., the potential for an "event of nonappropriation"); any credit enhancement or legal recourse provided upon an event of nonappropriation or other termination of the lease; and such other factors as may be relevant to the Fund's ability to dispose of the security. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contracts. Additionally, the Fund may buy and sell call and put options on portfolio securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the realized decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the writers or buyers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or other securities to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Fund may enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities laws. The Fund will not invest more than 15% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of portfolio turnover exceeding 100%. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the portfolio turnover rate for the Fund was 15%. 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. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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 REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in municipal bonds secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities. However, the Fund may purchase put and call options on portfolio securities and on financial futures contracts. In addition, the Fund reserves the right to hedge the portfolio by entering into financial futures contracts and to sell puts and calls on financial futures contracts. 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 or the Declaration of Trust. 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, the Fund may invest as temporary investments 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, such as repurchase agreements. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate its assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. 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 and municipal leases not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in industrial development bonds where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. INVESTING IN MINERALS The Fund will not purchase interests in or sell, oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items." GEORGIA INVESTMENT RISKS Because the Fund will ordinarily invest 80% or more of its net assets in Georgia obligations, it is more susceptible to factors affecting Georgia issuers than is a comparable municipal bond fund not concentrated in the obligations of issuers located in a single state. Georgia's economy is based on manufacturing (textiles, food products, paper products, electronic equipment, and aircraft), trade and a growing service sector. Atlanta, with a service-oriented economy, is a trade, service and transportation center for the Southeast region and is the focus of economic growth in the State. In most other cities in Georgia, manufacturing predominates. The State's economy was only mildly affected by the early 1980's recession and grew rapidly for most of the decade, with employment and personal income growth in excess of comparable national rates. Despite continued population growth, personal income per capita has steadily gained relative to the nation. Throughout the 1980's, the State's expanding economy fostered strong income and sales tax growth. This enabled the State to record fairly strong fiscal operations from fiscal years 1984-1989. Financial operations have suffered since fiscal year 1990, recording operating deficits in each of the fiscal years 1990-1992. Revenue projections were overly optimistic in fiscal year 1992 and although the State reduced general fund expenditures, a minor operating deficit was experienced. With stronger than expected sales and personal income tax growth during 1993, actual budget basis results show that the State ended fiscal 1993 with a year-end surplus of $165 million. Revenue collections for the first quarter of fiscal 1994 were up 8.8%, ahead of the annual projected growth rate. This revenue growth has enabled the State to meet the needs of a growing population, while continuing to maintain budgetary conservatism. Except for the major building projects necessary for the 1996 Summer Olympics, it appears unlikely that areas in and around metropolitan Atlanta will experience the building construction rates of the mid to late 1980's. It further appears that many of Georgia's other cities are poised to participate in the recovery that inevitably will take place. The classification of the Fund under the Investment Company Act of 1940 as a "non-diversified" investment company allows the Fund to invest more than 5% of its assets in the securities of any issuer, subject to satisfaction of certain tax requirements. Because of the relatively small number of issues of Georgia obligations, the Fund is likely to invest a greater percentage of its assets in the securities of a single issuer than is an investment company which invests in a broad range of municipal obligations. Therefore, the Fund would be more susceptible than a diversified investment company to any single adverse economic or political occurrence or development affecting Georgia issuers. The Fund will also be subject to an increased risk of loss if the issuer is unable to make interest or principal payments or if the market value of such securities declines. It is also possible that there will not be sufficient availability of suitable Georgia tax-exempt obligations for the Fund to achieve its objective of providing income exempt from Georgia income tax. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not effective. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of Martha L. Williams of Marietta, Georgia, owned approximately 4,799 Shares (5.60%); FUBS, for the exclusive benefit of Fanny Cohen Younger and Phillip Edward Younger of Smyrna, Georgia, owned approximately 9,917 Shares (11.56%); FUBS, for the exclusive benefit of the estate of Ann A. Jonoulis, William H. Blackstone, Executor, of Rosewell, Georgia, owned approximately 5,250 Shares (6.12%); FUBS, for the exclusive benefit of Dorothy A. Starr of Augusta, Georgia, owned approximately 4,616 Shares (5.38%); and FUBS, for the exclusive benefit of Julia L. Mitchell-Ivey of Tucker, Georgia, owned approximately 4,950 Shares (5.77%). As of February 4, 1994, no shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Adviser earned advisory fees of $5,416, all of which were voluntarily waived. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Fund incurred $24,931 in administrative service costs, all of which were voluntarily waived. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, brokers and administrators (financial institutions) received fees in the amount of $7,283 pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. USE OF AMORTIZED COST The Trustees have decided that the fair value of debt securities authorized to be purchased by the Fund with remaining maturities of 60 days or less at the time of purchase shall be their amortized cost value, unless the particular circumstances of the security indicate otherwise. Under this method, portfolio instruments and assets are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. The Trustees periodically assess this method of valuation and recommend changes where necessary to assure that the Fund's portfolio instruments are valued at their fair value as determined in good faith by the Trustees. VALUING OPTIONS Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS No portion of any income dividend paid by the Fund is eligible for the dividends received deductions available to corporations. CAPITAL GAINS Capital gains or losses may be realized by the Fund on the sale of portfolio securities and as a result of discounts from par value on securities held to maturity. Sales would generally be made because of: the availability of higher relative yields; differentials in market values; new investment opportunities; changes in creditworthiness of an issuer; or an attempt to preserve gains or limit losses. Distribution of long-term capital gains are taxed as such, whether they are taken in cash or reinvested, and regardless of the length of time the shareholder has owned the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's cumulative total return for Class B Investment Shares and Class C Investment Shares from July 1, 1993 (start of performance) to December 31, 1993, was (.23%) and (.32%), respectively. Trust Shares were not effective during the period ended December 31, 1993. Cumulative total return reflects the Fund's total performance over a specified period of time. This total return assumes and is reduced by the payment of the maximum sales load. The Fund's total return is representative of only six months of investment activity since the Fund's effective date. YIELD - -------------------------------------------------------------------------------- The Fund's yields for Class B Investment Shares and Class C Investment Shares were 4.75% and 4.46%, respectively, for the thirty-day period ended December 31, 1993. Trust Shares were not effective during the period ended December 31, 1993. The yield for all classes of Shares of the Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The Fund's tax equivalent yields for Class B Investment Shares and Class C Investment Shares for the thirty-day period ended December 31, 1993, were 7.20% and 6.76%, respectively. Trust Shares were not effective during the period ended December 31, 1993. The tax equivalent yield for all classes of shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that any class would have had to earn to equal its actual yield, assuming a 28% federal tax rate and the 6.00% regular personal income tax rate imposed by Georgia, and assuming that income earned by the Fund is 100% tax-exempt on a regular federal, state, and local basis. TAX EQUIVALENCY TABLE Each class of Shares may also use a tax equivalency table in advertising and sales literature. The interest earned by the municipal bonds in the portfolio generally remains free from federal regular income tax,* and is often free from state and local taxes as well. As the table below indicates, a "tax-free" investment is an attractive choice for investors, particularly in times of narrow spreads between tax-free and taxable yields. TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF GEORGIA FEDERAL INCOME TAX BRACKET: 15.00% 28.00% 31.00% 36.00% 39.60% - ----------------------------------------------------------------------------------------------------------- COMBINED FEDERAL AND STATE INCOME TAX BRACKET: 21.000% 34.000% 37.000% 42.000% 45.600% - ----------------------------------------------------------------------------------------------------------- JOINT RETURN: $1-38,000 $38,001-91,850 $91,851-140,000 $140,001-250,000 OVER $250,000 SINGLE RETURN: $1-22,750 $22,751-55,100 $55,101-115,000 $115,001-250,000 OVER $250,000 - -----------------------------------------------------------------------------------------------------------
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
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. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of any class of Shares. *Some portion of each class's income may be subject to the federal alternative minimum tax and state and local taxes. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 GEORGIA MUNICIPAL BOND INDEX is a total return performance benchmark for the Georgia long-term, investment grade, tax-exempt bond market. Returns and attributes for this index are calculated semi-monthly using municipal bonds classified as General Obligation Bonds (state and local), Revenue Bonds (excluding insured revenue bonds), Insured Bonds (includes all bond insurers with Aaa/AAA ratings), and Prerefunded Bonds. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Georgia Municipal Bond Portfolio for the fiscal year ended December 31, 1993, are incorporated herein by reference from the Trust's Annual Report, dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. MUNICIPAL 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 some time 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. 3031212B (2/94) FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union Virginia Municipal Bond Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-12 (9/94) FIRST UNION VIRGINIA MUNICIPAL BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union Virginia Municipal Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994 [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Repurchase Agreements 4 Reverse Repurchase Agreements 4 Lending of Portfolio Securities 5 Restricted Securities 5 Portfolio Turnover 5 Investment Limitations 5 Virginia Investment Risks 7 TRUST MANAGEMENT 8 - --------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 9 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 9 - --------------------------------------------------------------- Adviser to the Fund 9 Advisory Fees 9 BROKERAGE TRANSACTIONS 10 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - --------------------------------------------------------------- PURCHASING SHARES 10 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - --------------------------------------------------------------- Valuing Municipal Bonds 12 Use of Amortized Cost 12 Valuing Options 12 REDEEMING SHARES 12 - --------------------------------------------------------------- Redemption in Kind 12 TAX STATUS 13 - --------------------------------------------------------------- The Fund's Tax Status 13 Shareholders' Tax Status 13 TOTAL RETURN 13 - --------------------------------------------------------------- YIELD 13 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 14 - --------------------------------------------------------------- Tax Equivalency Table 14 PERFORMANCE COMPARISONS 14 - --------------------------------------------------------------- FINANCIAL STATEMENTS 15 - --------------------------------------------------------------- APPENDIX 16 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union Virginia Municipal Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares, and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide current income which is exempt from federal regular income tax and Virginia state income tax consistent with preservation of capital. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in a non-diversified portfolio of Virginia municipal securities. PARTICIPATION INTERESTS 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 and state tax. The financial institutions from which the Fund purchases participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give the Fund the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days). VARIABLE RATE MUNICIPAL SECURITIES Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Fund are subject to repayment of principal (usually within seven days) on the Fund's demand. The terms of these variable rate demand instruments require payment of principal obligations by the issuer of the participation interests or a guarantor of either issuer. All variable rate municipal securities will meet the quality standards for the Fund. The Fund's adviser has been instructed by the Trust's Board of Trustees (the "Trustees") to monitor the pricing, quality, and liquidity of the variable rate municipal securities, including participation interests held by the Fund, on the basis of published financial information and reports of the rating agencies and other analytical services. MUNICIPAL LEASES The Fund may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment or that the substitute source of payment would generate tax-exempt income. When determining whether municipal leases purchased by the Fund will be classified as a liquid or illiquid security, the Trustees have directed the Fund's adviser to consider certain factors, such as: the frequency of trades and quotes for the security; the volatility of quotations and trade prices for the security, the number of dealers willing to purchase or sell the security and the number of potential purchasers; dealer undertakings to make a market in the security; the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); the rating of the security and the financial condition and prospects of the issuer of the security; whether the lease can be terminated by the lessee; the potential recovery, if any, from a sale of the leased property upon termination of the lease; the lessee's general credit strength (e.g., its debt, administrative, economic and financial characteristics and prospects); the likelihood that the lessee will discontinue appropriating funding for the lease property because the property is no longer deemed essential to its operations (e.g., the potential for an "event of nonappropriation"); any credit enhancement or legal recourse provided upon an event of nonappropriation or other termination of the lease; and such other factors as may be relevant to the Fund's ability to dispose of the security. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contracts. Additionally, the Fund may buy and sell call and put options on portfolio securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the realized decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the writers or buyers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or other securities to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Fund may enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities laws. The Fund will not invest more than 15% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of portfolio turnover exceeding 100%. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the portfolio turnover rate for the Fund was 0%. 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. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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 REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in municipal bonds secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities. However, the Fund may purchase put and call options on portfolio securities and on financial futures contracts. In addition, the Fund reserves the right to hedge the portfolio by entering into financial futures contracts and to sell puts and calls on financial futures contracts. 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 or the Declaration of Trust. 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, the Fund may invest as temporary investments 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, such as repurchase agreements. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate its assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. 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 and municipal leases not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in industrial development bonds where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. INVESTING IN MINERALS The Fund will not purchase interests in or sell, oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items." VIRGINIA INVESTMENT RISKS The Fund invests in obligations of Virginia issuers, which results in the Fund's performance being subject to risks associated with the overall conditions present within the State. The following information is a brief summary of the recent prevailing economic conditions and a general summary of the State's financial status. This information is based on official statements relating to securities that have been offered by Virginia issuers and from other sources believed to be reliable, but should not be relied upon as a complete description of all relevant information. Virginia's credit strength is derived from a diversified economy, relatively low unemployment rates, strong financial management, and low debt burden. The State's economy benefits significantly from its proximity to Washington D.C. Government is the State's third-largest employment sector, comprising 21% of total employment. Other important sectors of the economy include shipbuilding, tourism, construction, and agriculture. Virginia is a very conservative debt issuer and has maintained debt levels that are low in relation to its substantial resources. Conservative policies also dominate the State's financial operations, and the State administration continually demonstrates its ability and willingness to adjust financial planning and budgeting to preserve financial balance. For example, economic weakness in the State and the region caused personal income and sales and corporate tax collections to fall below projected forecasts and placed the State under budgetary strain. The State reacted by reducing its revenue expectations for the 1990-92 biennium and preserved financial balance through a series of transfers, appropriation reductions, and other budgetary revisions. Management's actions resulted in a modest budget surplus for fiscal 1992, and another modest surplus was reported for fiscal 1993, which ended June 30th. The 1994 Virginia budget is based on improving economic forecasts with projected job growth of 1.9%/year overall, and 3.8% in service-related sectors. Overall, Virginia has a stable credit outlook due mainly to its diverse economy and resource base, as well as a conservative approach to financial operations. A State budget surplus in 1993 has left funds available for reserves and appropriations. Revenue growth for 1993-1994 is expected to be 4%. The Fund's concentration in securities issued by the State and its political subdivisions provides a greater level of risk than a fund which is diversified across numerous states and municipal entities. The ability of the State or its municipalities to meet their obligations will depend on the availability of tax and other revenues; economic, political, and demographic conditions within the State; and the underlying fiscal condition of the State, its counties, and its municipalities. Virginia faces some economic uncertainties with respect to defense-related cutbacks. Although Virginia's unemployment rate of 5.1% (as of August, 1993) is well below the national rate of 6.7%, the State has been able to make some gains in the services, government, and construction sectors when manufacturing and trade were down slightly. The effects of the most recent base-closing legislation were muted because of consolidation from out-of-state bases to Virginia installations. While military operations at the Pentagon are unlikely to be threatened, another round of base-closings scheduled for 1995 may jeopardize a number of Virginia installations. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not effective. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of Duff M. Green of Fredericksburg, Virginia, owned approximately 19,757 Shares (14.46%); FUBS, for the exclusive benefit of Sookja Lee and Jungha Lee of Fairfax, Virginia, owned approximately 7,805 Shares (5.71%); FUBS, for the exclusive benefit of Theresa C. Watson and Catharine M. O'Hara of Alexandria, Virginia, owned approximately 7,729 Shares (5.66%); FUBS, for the exclusive benefit of Drahomira Dosoudil of Alexandria, Virginia, owned approximately 8,811 Shares (6.45%); FUBS, for the exclusive benefit of Carroll J. Austin and Teresa M. Austin of Singapore, owned approximately 8,137 Shares (5.96%); FUBS, for the exclusive benefit of Louis F. Herrmann and Vicki R. Herrmann of McLean, Virginia, owned approximately 8,452 Shares (6.19%); and FUBS, for the exclusive benefit of Judith Z. Watson of Spring Fall, Virginia, owned approximately 11,382 Shares (8.33%). As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund: FUBS, for the exclusive benefit of Harry S. Williams and Patsy Williams of Marion, Virginia, owned approximately 19,892 Shares (7.35%); and FUBS, for the exclusive benefit of John L. Zepp and Mary Lou Zepp of Vienna, Virginia, owned approximately 22,579 Shares (8.34%). TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Adviser earned advisory fees of $4,283, all of which were voluntarily waived. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, the Fund incurred $24,931 in administrative service costs, all of which were voluntarily waived. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. For the period from July 2, 1993 (commencement of operations) to December 31, 1993, brokers and administrators (financial institutions) received fees in the amount of $4,593 pursuant to the Plans. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. USE OF AMORTIZED COST The Trustees have decided that the fair value of debt securities authorized to be purchased by the Fund with remaining maturities of 60 days or less at the time of purchase shall be their amortized cost value, unless the particular circumstances of the security indicate otherwise. Under this method, portfolio instruments and assets are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. The Trustees periodically assess this method of valuation and recommend changes where necessary to assure that the Fund's portfolio instruments are valued at their fair value as determined in good faith by the Trustees. VALUING OPTIONS Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS No portion of any income dividend paid by the Fund is eligible for the dividends received deductions available to corporations. CAPITAL GAINS Capital gains or losses may be realized by the Fund on the sale of portfolio securities and as a result of discounts from par value on securities held to maturity. Sales would generally be made because of: the availability of higher relative yields; differentials in market values; new investment opportunities; changes in creditworthiness of an issuer; or an attempt to preserve gains or limit losses. Distribution of long-term capital gains are taxed as such, whether they are taken in cash or reinvested, and regardless of the length of time the shareholder has owned the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The Fund's cumulative total return for Class B Investment Shares from July 7, 1993 (start of performance) to December 31, 1993, was (.30%). The Fund's cumulative total return for Class C Investment Shares from July 1, 1993 (start of performance) to December 31, 1993, was (.39%). Trust Shares were not effective during the period ended December 31, 1993. Cumulative total return reflects the Fund's total performance over a specified period of time. This total return assumes and is reduced by the payment of the maximum sales load. The Fund's total return is representative of only six months of investment activity since the Fund's effective date. YIELD - -------------------------------------------------------------------------------- The Fund's yields for Class B Investment Shares and Class C Investment Shares were 4.77% and 4.47%, respectively, for the thirty-day period ended December 31, 1993. Trust Shares were not effective during the period ended December 31, 1993. The yield for all classes of Shares of the Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The Fund's tax equivalent yields for Class B Investment Shares and Class C Investment Shares for the thirty-day period ended December 31, 1993, were 7.20% and 6.75%, respectively, assuming a 28% federal tax rate and a 5.75% regular personal income tax rate imposed by Virginia, and assuming that income earned by the Fund is 100% tax-exempt on a regular federal, state and local basis. Trust Shares were not effective during the period ended December 31, 1993. The tax equivalent yield for all classes of Shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that any class would have had to earn to equal its actual yield, assuming that income is 100% tax- exempt. TAX EQUIVALENCY TABLE Each class of Shares may also use a tax equivalency table in advertising and sales literature. The interest earned by the municipal bonds in the portfolio generally remains free from federal regular income tax,* and is often free from state and local taxes as well. As the table below indicates, a "tax-free" investment is an attractive choice for investors, particularly in times of narrow spreads between tax-free and taxable yields. TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF VIRGINIA - ------------------------------------------------------------------------------- COMBINED FEDERAL AND STATE INCOME TAX BRACKET: 20.75% 33.75% 36.75% 41.75% 45.35% - ------------------------------------------------------------------------------- JOINT $1- $38,001- $91,851- $140,001- Over RETURN: 38,000 91,850 140,000 250,000 $ 250,000 SINGLE $1- $22,751- $55,101- $140,001- Over RETURN: 22,750 55,100 140,000 250,000 $ 250,000 - -------------------------------------------------------------------------------
TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT - ------------------------------------------------------------------------------- 3.50% 4.42% 5.28% 5.53% 6.01% 6.40% 4.00 5.05 6.04 6.32 6.87 7.32 4.50 5.68 6.79 7.11 7.73 8.23 5.00 6.31 7.55 7.91 8.58 9.15 5.50 6.94 8.30 8.70 9.44 10.06 6.00 7.57 9.06 9.49 10.30 10.98 6.50 8.20 9.81 10.28 11.16 11.89 7.00 8.83 10.57 11.07 12.02 12.81 7.50 9.46 11.32 11.86 12.88 13.72 8.00 10.09 12.08 12.65 13.73 14.64
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. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of any class of shares. *Some portion of each class's income may be subject to the federal alternative minimum tax and state and local taxes. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 VIRGINIA MUNICIPAL BOND INDEX is a total return performance benchmark for the Virginia long-term, investment grade, tax-exempt bond market. Returns and attributes for this index are calculated semi-monthly using municipal bonds classified as General Obligation Bonds (state and local), Revenue Bonds (excluding insured revenue bonds), Insured Bonds (includes all bond insurers with Aaa/AAA ratings), and Prerefunded Bonds. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements for First Union Virginia Municipal Bond Portfolio for the fiscal year ended December 31, 1993, are incorporated herein by reference from the Trust's Annual Report dated December 31, 1993 (File Nos. 2-94560 and 811-4154). A copy of the Annual Report may be obtained without charge by contacting the Fund at the address located on the inside back cover of the respective prospectus. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. MUNICIPAL 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 some time 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. 3031208B (2/94) FIRST UNION SOUTH CAROLINA MUNICIPAL BOND PORTFOLIO (A PORTFOLIO OF FIRST UNION FUNDS) TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES Supplement to Combined Statement of Additional Information dated February 28, 1994 Effective September 1, 1994, First Union South Carolina Municipal Bond Portfolio (the "Fund") will offer Class D Investment Shares ("Class D Shares"). Class D Shares will be similar to Class C Shares in all respects except: Class D Shares will have a contingent deferred sales charge of 1.00%, which terminates after one year, and the Class D Shares will not automatically convert into Class B Shares after seven years. Effective September 1, 1994, Class C Shares will assess a shareholder service fee of 0.25% of the average daily net asset value, of which all or a portion may be waived at any time. September 1, 1994 FEDERATED SECURITIES CORP. Distributor G00389-11 (9/94) FIRST UNION SOUTH CAROLINA MUNICIPAL BOND PORTFOLIO A PORTFOLIO OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, or Class C Investment Shares for First Union South Carolina Municipal Bond Portfolio, dated February 28, 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the Class B Investment Shares' or Class C Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated February 28, 1994. [LOGO] FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND 1 - --------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - --------------------------------------------------------------- Acceptable Investments 1 When-Issued and Delayed Delivery Transactions 2 Futures and Options Transactions 2 Repurchase Agreements 4 Reverse Repurchase Agreements 4 Lending of Portfolio Securities 5 Restricted Securities 5 Portfolio Turnover 5 Investment Limitations 5 South Carolina Investment Risks 7 TRUST MANAGEMENT 8 - --------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 9 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 10 - --------------------------------------------------------------- Adviser to the Fund 10 Advisory Fees 10 BROKERAGE TRANSACTIONS 10 - --------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - --------------------------------------------------------------- PURCHASING SHARES 11 - --------------------------------------------------------------- Distribution Plans (Class B and Class C Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - --------------------------------------------------------------- Valuing Municipal Bonds 12 Use of Amortized Cost 12 Valuing Options 12 REDEEMING SHARES 13 - --------------------------------------------------------------- Redemption in Kind 13 TAX STATUS 13 - --------------------------------------------------------------- The Fund's Tax Status 13 Shareholders' Tax Status 13 TOTAL RETURN 13 - --------------------------------------------------------------- YIELD 14 - --------------------------------------------------------------- TAX EQUIVALENT YIELD 14 - --------------------------------------------------------------- Tax Equivalency Table 14 PERFORMANCE COMPARISONS 15 - --------------------------------------------------------------- APPENDIX 16 - --------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUND - -------------------------------------------------------------------------------- First Union South Carolina Municipal Bond Portfolio (the "Fund") is a portfolio of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Fund are offered in three classes: Trust Shares, Class B Investment Shares and Class C Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Fund. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The Fund's investment objective is to provide current income which is exempt from federal regular income tax and South Carolina state income tax consistent with the preservation of capital. The objective cannot be changed without approval of shareholders. ACCEPTABLE INVESTMENTS The Fund invests primarily in a non-diversified portfolio of South Carolina municipal securities. PARTICIPATION INTERESTS 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 and state tax. The financial institutions from which the Fund purchases participation interests frequently provide or secure from another financial institution irrevocable letters of credit or guarantees and give the Fund the right to demand payment of the principal amounts of the participation interests plus accrued interest on short notice (usually within seven days). VARIABLE RATE MUNICIPAL SECURITIES Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed income obligations. Many municipal securities with variable interest rates purchased by the Fund are subject to repayment of principal (usually within seven days) on the Fund's demand. The terms of these variable rate demand instruments require payment of principal obligations by the issuer of the participation interests or a guarantor of either issuer. All variable rate municipal securities will meet the quality standards for the Fund. The Fund's adviser has been instructed by the Trust's Board of Trustees (the "Trustees") to monitor the pricing, quality, and liquidity of the variable rate municipal securities, including participation interests held by the Fund, on the basis of published financial information and reports of the rating agencies and other analytical services. MUNICIPAL LEASES The Fund may purchase municipal securities in the form of participation interests which represent undivided proportional interests in lease payments by a governmental or non-profit entity. The lease payments and other rights under the lease provide for and secure the payments on the certificates. Lease obligations may be limited by municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the certificate trustee cannot accelerate lease obligations upon default. The trustee would only be able to enforce lease payments as they become due. In the event of a default or failure of appropriation, it is unlikely that the trustee would be able to obtain an acceptable substitute source of payment or that the substitute source of payment would generate tax-exempt income. When determining whether municipal leases purchased by the Fund will be classified as a liquid or illiquid security, the Trustees have directed the Fund's adviser to consider certain factors, such as: the frequency of trades and quotes for the security; the volatility of quotations and trade prices for the security, the number of dealers willing to purchase or sell the security and the number of potential purchasers; dealer undertakings to make a market in the security; the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer); the rating of the security and the financial condition and prospects of the issuer of the security; whether the lease can be terminated by the lessee; the potential recovery, if any, from a sale of the leased property upon termination of the lease; the lessee's general credit strength (e.g., its debt, administrative, economic and financial characteristics and prospects); the likelihood that the lessee will discontinue appropriating funding for the lease property because the property is no longer deemed essential to its operations (e.g., the potential for an "event of nonappropriation"); any credit enhancement or legal recourse provided upon an event of nonappropriation or other termination of the lease; and such other factors as may be relevant to the Fund's ability to dispose of the security. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Fund engages in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with the Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price and yield for the Fund. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or expenses, other than normal transaction costs, are incurred. However, liquid assets of the Fund sufficient to make payment for the securities to be purchased are segregated on the Fund's records at the trade date. These securities are marked to market daily and maintained until the transaction is settled. The Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. FUTURES AND OPTIONS TRANSACTIONS The Fund may attempt to hedge all or a portion of its portfolio by buying and selling financial futures contracts and options on financial futures contracts. Additionally, the Fund may buy and sell call and put options on portfolio securities. FINANCIAL FUTURES CONTRACTS A futures contract is a firm commitment by two parties, the seller who agrees to make delivery of the specific type of security called for in the contract ("going short") and the buyer who agrees to take delivery of the security ("going long") at a certain time in the future. Financial futures contracts call for the delivery of particular debt securities issued or guaranteed by the U.S. Treasury or by specified agencies or instrumentalities of the U.S. government. In the fixed income securities market, price moves inversely to interest rates. A rise in rates means a drop in price. Conversely, a drop in rates means a rise in price. In order to hedge its holdings of fixed income securities against a rise in market interest rates, the Fund could enter into contracts to deliver securities at a predetermined price (i.e., "go short") to protect itself against the possibility that the prices of its fixed income securities may decline during the Fund's anticipated holding period. The Fund would "go long" (agree to purchase securities in the future at a predetermined price) to hedge against a decline in market interest rates. PURCHASING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may purchase listed put options on financial futures contracts for U.S. government securities. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price. The Fund would purchase put options on futures to protect portfolio securities against decreases in value resulting from an anticipated increase in market interest rates. Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, the Fund will normally close out its option by selling an identical option. If the hedge is successful, the proceeds received by the Fund upon the sale of the second option will be large enough to offset both the premium paid by the Fund for the original option plus the realized decrease in value of the hedged securities. Alternatively, the Fund may exercise its put option. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. The Fund would then deliver the futures contract in return for payment of the strike price. If the Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and the premium paid for the contract will be lost. WRITING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS In addition to purchasing put options on futures, the Fund may write listed call options on futures contracts for U.S. government securities to hedge its portfolio against an increase in market interest rates. When the Fund writes a call option on a futures contract, it is undertaking the obligation of assuming a short futures position (selling a futures contract) at the fixed strike price at any time during the life of the option if the option is exercised. As market interest rates rise, causing the prices of futures to go down, the Fund's obligation under a call option on a future (to sell a futures contract) costs less to fulfill, causing the value of the Fund's call option position to increase. In other words, as the underlying futures price goes down below the strike price, the buyer of the option has no reason to exercise the call, so that the Fund keeps the premium received for the option. This premium can offset the drop in value of the Fund's fixed income portfolio which is occurring as interest rates rise. Prior to the expiration of a call written by the Fund, or exercise of it by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by the Fund for the initial option. The net premium income of the Fund will then offset the decrease in value of the hedged securities. WRITING PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS The Fund may write listed put options on financial futures contracts for U.S. government securities to hedge its portfolio against a decrease in market interest rates. When the Fund writes a put option on a futures contract, it receives a premium for undertaking the obligation to assume a long futures position (buying a futures contract) at a fixed price at any time during the life of the option. As market interest rates decrease, the market price of the underlying futures contract normally increases. As the market value of the underlying futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. The premium received by the Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future due to the decrease in market interest rates. Prior to the expiration of the put option, or its exercise by the buyer, the Fund may close out the option by buying an identical option. If the hedge is successful, the cost of buying the second option will be less than the premium received by the Fund for the initial option. PURCHASING CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS An additional way in which the Fund may hedge against decreases in market interest rates is to buy a listed call option on a financial futures contract for U.S. government securities. When the Fund purchases a call option on a futures contract, it is purchasing the right (not the obligation) to assume a long futures position (buy a futures contract) at a fixed price at any time during the life of the option. As market interest rates fall, the value of the underlying futures contract will normally increase, resulting in an increase in value of the Fund's option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, the Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option the Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, the Fund has completed a successful hedge. LIMITATION ON OPEN FUTURES POSITIONS The Fund will not maintain open positions in futures contracts it has sold or call options it has written on futures contracts if, in the aggregate, the value of the open positions (marked to market) exceeds the current market value of its securities portfolio plus or minus the unrealized gain or loss on those open positions, adjusted for the correlation of volatility between the hedged securities and the futures contracts. If this limitation is exceeded at any time, the Fund will take prompt action to close out a sufficient number of open contracts to bring its open futures and options positions within this limitation. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Fund does not pay or receive money upon the purchase or sale of a futures contract. Rather, the Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with its custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions in that futures contract initial margin does not involve the borrowing of funds by the Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. The Fund may not purchase or sell futures contracts or related options if immediately thereafter the sum of the amount of margin deposits on the Fund's existing futures positions and premiums paid for related options would exceed 5% of the market value of the Fund's total assets. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by the Fund but is instead settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Fund will mark-to-market its open futures positions. The Fund is also required to deposit and maintain margin when it writes call options on futures contracts. PURCHASING AND WRITING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES The Fund may purchase put and call options on portfolio securities to protect against price movements in particular securities. A put option gives the Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller. The Fund may write covered put and call options to generate income. As writer of a call option, the Fund has the obligation upon exercise of the option during the option period to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option. The Fund may only write call options either on securities held in its portfolio or on securities which it has the right to obtain without payment of further consideration (or has segregated cash in the amount of any additional consideration). In the case of put options, the Fund will segregate cash or U.S. Treasury obligations with a value equal to or greater than the exercise price of the underlying securities. The Fund may generally purchase and write over-the-counter options on portfolio securities in negotiated transactions with the writers or buyers of the options since options on the portfolio securities held by the Fund are not traded on an exchange. The Fund purchases and writes options only with investment dealers and other financial institutions (such as commercial banks or savings and loan associations) deemed creditworthy by the Fund's adviser. Over-the-counter options are two party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options have a continuous liquid market while over-the-counter options may not. REPURCHASE AGREEMENTS Repurchase agreements are arrangements in which banks, broker/dealers, and other recognized financial institutions sell U.S. government securities or other securities to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price within one year from the date of acquisition. The Fund or its custodian will take possession of the securities subject to repurchase agreements. To the extent that the original seller does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Fund might be delayed pending court action. The Fund believes that under the regular procedures normally in effect for custody of the Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Fund may only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are found by the Fund's adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Fund may enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Fund to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Fund will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of the Fund, in a dollar amount sufficient to make payment for obligations to be purchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. LENDING OF PORTFOLIO SECURITIES The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. RESTRICTED SECURITIES The Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may otherwise invest pursuant to its investment objective and policies but which are subject to restrictions on resale under federal securities laws. The Fund will not invest more than 15% of the value of its total assets in restricted securities; however, certain restricted securities which the Trustees deem to be liquid will be excluded from this 10% limitation. The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under Rule 144A. The Fund believes that the Staff of the SEC has left the question of determining the liquidity of all restricted securities (eligible for resale under Rule 144A) for determination by the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: the frequency of trades and quotes for the security; the number of dealers willing to purchase or sell the security and the number of other potential buyers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades. PORTFOLIO TURNOVER The Fund may trade or dispose of portfolio securities as considered necessary to meet its investment objective. It is not anticipated that the portfolio trading engaged in by the Fund will result in its annual rate of portfolio turnover exceeding 100%. 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. A deposit or payment by the Fund of initial or variation margin in connection with financial futures contracts or related options transactions is not considered the purchase of a security on margin. ISSUING SENIOR SECURITIES AND BORROWING MONEY The Fund will not issue senior securities, except that the Fund may borrow money directly or through reverse repurchase agreements as a temporary measure for extraordinary or emergency purposes in an amount up to one-third of the value of its total assets, including the amounts borrowed, in order to meet redemption requests without immediately selling portfolio instruments; and except to the extent that the Fund will enter into futures contracts. Any such borrowings need not be collateralized. The Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. The Fund will not borrow money or engage in reverse repurchase agreements for investment leverage purposes. 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. PLEDGING ASSETS The Fund will not mortgage, pledge, or hypothecate its assets except to secure permitted borrowings. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options and segregation of collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. INVESTING IN REAL ESTATE The Fund will not buy or sell real estate, including limited partnership interests, although it may invest in municipal bonds secured by real estate or interests in real estate. INVESTING IN COMMODITIES The Fund will not purchase or sell commodities. However, the Fund may purchase put and call options on portfolio securities and on financial futures contracts. In addition, the Fund reserves the right to hedge the portfolio by entering into financial futures contracts and to sell puts and calls on financial futures contracts. 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 or the Declaration of Trust. 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, the Fund may invest as temporary investments 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, such as repurchase agreements. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees 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 and municipal leases not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS The Fund will not invest more than 5% of the value of its total assets in industrial development bonds where the principal and interest are the responsibility of companies (or guarantors, where applicable) with less than three years of continuous operations, including the operation of any predecessor. INVESTING IN MINERALS The Fund will not purchase interests in or sell, oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Fund will purchase securities of investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and therefore any investment by the Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST The Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust or its investment adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. The Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. In addition, the Fund does not expect to invest more than 5% of its net assets in the securities of other investment companies during the coming 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 and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items". SOUTH CAROLINA INVESTMENT RISKS The State of South Carolina has an economy dominated from the early 1920's to the present by the textile industry, with over one of every three manufacturing workers directly or indirectly related to the textile industry. However, since 1950 the economic bases of the State have become more diversified, as the trade and service sectors and durable goods manufacturing industries have developed. Currently, Moody's Investors Service, Inc. ("Moody's") rates South Carolina general obligation bonds "Aaa" and Standard & Poor's Corporation ("S&P") rates such bonds "AA+." There can be no assurance that the economic conditions on which those ratings are based will continue or that particular bond issues may not be adversely affected by changes in economic or political conditions. The South Carolina State Constitution mandates a balanced budget. If a deficit occurs, the General Assembly must account for it in the succeeding fiscal year. In addition, if a deficit appears likely, the State Budget and Control Board (the "State Board") may reduce appropriations during the current fiscal year as necessary to prevent the deficit. The State Constitution limits annual increases in State appropriations to the average growth rate of the economy of the State and annual increases in the number of State employees to the average growth of the population of the State. The State Constitution requires a General Reserve Fund ("General Fund") that equals three percent of General Fund revenue for the latest fiscal year. When deficits have occurred, the State has funded them out of the General Fund. The State Constitution also requires a Capital Reserve Fund ("Capital Fund") equal to two percent of General Fund revenue. Before March 1st of each year, the Capital Fund must be used to offset mid-year budget reductions before mandating cuts in operating appropriations, and after March 1st, the Capital Fund may be appropriated by a special vote of the General Assembly to finance previously authorized capital improvement bond projects, to retire bond principal or pay interest on bonds previously issued, and to pay for capital improvements or other nonrecurring purposes. Monies in the Capital Fund not appropriated or any appropriation for a particular project or item that has been reduced due to application of the monies to a year-end deficit must go back to the General Fund. Several lawsuits have been filed against the State, asserting that the decision in Davis v. Michigan Department of Treasury, 489 U.S. 803 (1989), invalidates the State's tax treatment of federal retirement benefits for years before 1989. Under the State's applicable statute of limitation, the State estimates that its maximum potential liability under those suits is approximately $200 million. The plaintiffs in those suits, however, may request funds for periods that the State believes are closed under the applicable statute of limitation, and those refund requests, if ultimately granted, could result in liability for the State in excess of the amounts indicated above. Any such liability would be predicated on a holding by a State court or the United States Supreme Court that the Davis decision is applicable to the State's prior method of taxing federal retirement benefits and that the Davis decision is to be given retroactive effect. The effects of the most recent military base-closing and consolidation legislation will be pronounced for several sections of South Carolina, most particularly in the Charleston area, where the cutbacks were large and represented a not insignificant percentage of total economic activity. Another round of military base-closings is scheduled for 1995, which may further impact South Carolina. The Fund's concentration in securities issued by the State or its subdivisions provides a greater level of risk than an investment company which is diversified across a larger geographic area. For example, the passage of the North American Free Trade Agreement could result in increased competition for the State's textile industry due to the availability of less-expensive foreign labor. Presently, South Carolina subjects bonds issued by other states to its income tax. If this tax was declared unconstitutional, the value of bonds in the Fund could decline a small but measurable amount. Also, the Fund could become slightly less attractive to potential future investors. The Fund's investment adviser believes that the information summarized above describes some of the more significant matters relating to the Fund. The sources of the information are the official statements of issuers located in South Carolina, other publicly available documents, and oral statements from various State agencies. The Fund's investment adviser has not independently verified any of the information contained in the official statement, other publicly available documents, or oral statements from various State agencies. TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Federated Investors, Federated Securities Corp., or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, President and Treasurer, Federated Advisers, Federated Management, and and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. Joseph S. Machi Vice President Vice President, Federated Administrative Services; Director, Private and Assistant Label Management, Federated Investors; Vice President and Assistant Treasurer Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. Peter J. Germain Secretary Corporate Counsel, Federated Investors.
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. As of February 4, 1994, Trust Shares of the Fund were not effective. As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class B Investment Shares of the Fund: First Union Brokerage Services & Co. ("FUBS"), for the exclusive benefit of Robert Allen Jones and Larry Allen Jones of Florence, South Carolina, owned approximately 2,402 Shares (60.49%); and FUBS, for the exclusive benefit of Doris G. Foster and John H. Foster of Greenville, South Carolina, owned approximately 1,493 Shares (37.59%). As of February 4, 1994, the following shareholders of record owned 5% or more of the outstanding Class C Investment Shares of the Fund: FUBS, for the exclusive benefit of Patricia B. Stokes of Florence, South Carolina, owned approximately 3,003 Shares (5.79%); FUBS, for the exclusive benefit of James M. Inabinette and Lena C. Inabinette of West Columbia, South Carolina, owned approximately 7,200 Shares (13.88%); FUBS, for the exclusive benefit of Mollie L. Fogle of Orangeburg, South Carolina, owned approximately 6,199 Shares (11.95%); FUBS, for the exclusive benefit of Jimmie D. Evans of Cayce, South Carolina, owned approximately 3,999 Shares (7.71%); FUBS, for the exclusive benefit of Betty C. Gonzalez of Columbia, South Carolina, owned approximately 2,650 Shares (5.11%); FUBS, for the exclusive benefit of Dorothy H. Campbell of Greenville, South Carolina, owned approximately 2,784 Shares (5.37%); FUBS, for the exclusive benefit of James R. Lingle and Elizabeth W. Lingle of Florence, South Carolina, owned approximately 4,972 Shares (9.58%); and FUBS, for the exclusive benefit of John Edgar Lockman Senior Trust, Dianne Lockman Price, Trustee, of Liberty, South Carolina, owned approximately 4,469 Shares (8.61%). TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUND The Fund's investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Fund or any shareholder of the Fund 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. ADVISORY FEES For its advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. STATE EXPENSE LIMITATIONS The Adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser will be limited, in any single fiscal year, by the amount of the investment advisory fee. This arrangement is not part of the advisory contract and may be amended or rescinded in the future. 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. In working with dealers, the Adviser will generally utilize those who are recognized dealers in specific portfolio instruments, except when a better price and execution of the order can be obtained elsewhere. The Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser makes decisions on portfolio transactions and selects brokers and dealers subject to review by the Trustees. The Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Fund or to the Adviser and may include: advice as to the advisability of investing in securities; security analysis and reports; economic studies; industry studies; receipt of quotations for portfolio evaluations; and similar services. The Adviser and its affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser in advising the Fund and other accounts. To the extent that receipt of these services may supplant services for which the Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to the Fund for a fee as described in the respective prospectus. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: quantity discounts and accumulated purchases; signing a 13-month letter of intent; using the reinvestment privilege; or concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. The Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, the Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.50%, not 4.00%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. The Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in the Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.0% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in the Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in the Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of the Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. The Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B AND CLASS C INVESTMENT SHARES) With respect to the Class B and Class C Investment Shares classes of the Fund, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B and Class C Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Fund and holders of Class B and Class C Investment Shares and (ii) stimulate administrators to render administrative support services to the Fund and holders of Class B and Class C Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B and Class C Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Fund reasonably requests for its Class B and Class C Investment Shares. By adopting the Plans, the Trustees expect that the Fund will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Fund in seeking to achieve its investment objectives. By identifying potential investors whose needs are served by the Fund's objectives, and properly servicing these accounts, the Fund may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Fund, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Fund. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Fund are described in the respective prospectus. VALUING MUNICIPAL BONDS The Trustees use an independent pricing service to value municipal bonds. The independent pricing service takes into consideration yield, stability, risk, quality, coupon rate, maturity, type of issue, trading characteristics, special circumstances of a security or trading market, and any other factors or market data it considers relevant in determining valuations for normal institutional size trading units of debt securities, and does not rely exclusively on quoted prices. USE OF AMORTIZED COST The Trustees have decided that the fair value of debt securities authorized to be purchased by the Fund with remaining maturities of 60 days or less at the time of purchase shall be their amortized cost value, unless the particular circumstances of the security indicate otherwise. Under this method, portfolio instruments and assets are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value. The Trustees periodically assess this method of valuation and recommend changes where necessary to assure that the Fund's portfolio instruments are valued at their fair value as determined in good faith by the Trustees. VALUING OPTIONS Over-the-counter put options will be valued at the mean between the bid and the asked prices. Covered call options will be valued at the last sale price on the national exchange on which such option is traded. Unlisted call options will be valued at the latest bid price as provided by brokers. REDEEMING SHARES - -------------------------------------------------------------------------------- The Fund redeems Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which the Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, the Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Fund will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Fund must, among other requirements: derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; derive less than 30% of its gross income from the sale of securities held less than three months; invest in securities within certain statutory limits; and distribute to its shareholders at least 90% of its net income earned during the year. SHAREHOLDERS' TAX STATUS No portion of any income dividend paid by the Fund is eligible for the dividends received deductions available to corporations. CAPITAL GAINS Capital gains or losses may be realized by the Fund on the sale of portfolio securities and as a result of discounts from par value on securities held to maturity. Sales would generally be made because of: the availability of higher relative yields; differentials in market values; new investment opportunities; changes in creditworthiness of an issuer; or an attempt to preserve gains or limit losses. Distribution of long-term capital gains are taxed as such, whether they are taken in cash or reinvested, and regardless of the length of time the shareholder has owned the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The average annual total return for all classes of Shares of the Fund 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 net asset value 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 load, adjusted over the period by any additional Shares, assuming the monthly reinvestment of all dividends and distributions. YIELD - -------------------------------------------------------------------------------- The yield for all classes of Shares of the Fund is determined by dividing the net investment income per share (as defined by the SEC) earned by any class of shares over a thirty-day period by the maximum offering price per share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of Shares, the performance will be reduced for those shareholders paying those fees. TAX EQUIVALENT YIELD - -------------------------------------------------------------------------------- The tax equivalent yield for all classes of Shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that any class would have had to earn to equal its actual yield, assuming that income is 100% tax- exempt. TAX EQUIVALENCY TABLE Each class of Shares may also use a tax equivalency table in advertising and sales literature. The interest earned by the municipal bonds in the portfolio generally remains free from federal regular income tax,* and is often free from state and local taxes as well. As the table below indicates, a "tax-free" investment is an attractive choice for investors, particularly in times of narrow spreads between tax-free and taxable yields. TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF SOUTH CAROLINA - -------------------------------------------------------------------------------
COMBINED FEDERAL AND STATE INCOME TAX BRACKET: 22.00% 35.00% 38.00% 43.00% 46.60% - ------------------------------------------------------------------------------- JOINT $1- $38,001- $91,851 $140,001 Over RETURN: 38,000 91,850 140,000 250,000 $ 250,000 SINGLE $1- $22,751- $55,101 $115,001 Over RETURN: 22,750 55,100 115,000 250,000 $ 250,000 - ------------------------------------------------------------------------------- TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT - ------------------------------------------------------------------------------- 2.50% 3.21% 3.85% 4.03% 4.39% 4.68% 3.00 3.85 4.62 4.84 5.26 5.62 3.50 4.49 5.38 5.65 6.14 6.55 4.00 5.13 6.15 6.45 7.02 7.49 4.50 5.77 6.92 7.26 7.89 8.43 5.00 6.41 7.69 8.06 8.77 9.36 5.50 7.05 8.46 8.87 9.65 10.30 6.00 7.69 9.23 9.68 10.53 11.24 6.50 8.33 10.00 10.48 11.40 12.17 7.00 8.97 10.77 11.29 12.28 13.11
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. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of any class of Shares. *Some portion of each class's income may be subject to the federal alternative minimum tax and state and local taxes. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: portfolio quality; average portfolio maturity; type of instruments in which the portfolio is invested; changes in interest rates and market value of portfolio securities; changes in the Fund's or any class of Shares' expenses; and various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of the Fund's performance. When comparing performance, investors should consider all relevant factors such as the composition of any 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 net asset value over a specific period of time. From time to time, the Fund will quote its Lipper ranking in the "general municipal bond funds" category in advertising and sales literature. 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 SOUTH CAROLINA MUNICIPAL BOND INDEX is a total return performance benchmark for the South Carolina long-term, investment grade, tax-exempt bond market. Returns and attributes for this index are calculated semi-monthly using municipal bonds classified as General Obligation Bonds (state and local), Revenue Bonds (excluding insured revenue bonds), Insured Bonds (includes all bond insurers with Aaa/AAA ratings), and Prerefunded Bonds. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for the Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. MOODY'S INVESTORS SERVICE, INC. MUNICIPAL 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 some time 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. 3092402B (2/94) - --------------------- FIRST UNION --------------------- - --------------------- INTERNATIONAL --------------------- FUNDS Portfolios of First Union Funds TRUST SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S September , 1994 First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering a variety of investment opportunities. The Trust currently includes two diversified International Funds, seven diversified Equity and Income Funds, three diversified Money Market Funds, and five non-diversified Single State Municipal Bond Funds. They are: International Funds . First Union Emerging Markets Growth Portfolio; and . First Union International Equity Portfolio. Equity and Income Funds . First Union Balanced Portfolio; . First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio; . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and . First Union Value Portfolio. Money Market Funds . First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and . First Union Treasury Money Market Portfolio. Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. This prospectus provides you with information specific to the Trust Shares of First Union International Funds. It concisely describes the information which you should know before investing in Trust Shares of any of the First Union International Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union International Fund in the Combined Statement of Additional Information, dated September , 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statement is available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222- 3779 or by calling 1-800-326-2584. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). The value of investment company shares offered by this prospectus fluctuates daily. The shares offered by this prospectus are not deposits or obligations of First Union, are not endorsed or guaranteed by First Union, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in these shares involves investment risks, including the possible loss of principal. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ---------------------------------- TABLE OF --------------------------------- - ---------------------------------- CONTENTS --------------------------------- Summary 2 How to Redeem Shares 15 - ------------------------------------- ------------------------------------- Summary of Fund Expenses 4 Management of First Union Funds 16 - ------------------------------------- ------------------------------------- Investment Objectives and Policies 5 Fees and Expenses 18 - ------------------------------------- ------------------------------------- First Union Emerging Markets Growth Shareholder Rights and Privileges 20 Portfolio 5 ------------------------------------- - ------------------------------------- Distributions and Taxes 22 First Union International Equity ------------------------------------- Portfolio 6 - ------------------------------------- Tax Information 22 ------------------------------------- Types of Investments 6 - ------------------------------------- Other Classes of Shares 23 ------------------------------------- Other Investment Policies 7 - ------------------------------------- Addresses Inside Back Cover ------------------------------------- Shareholder Guide 12 - ------------------------------------- How to Buy Shares 13 - ------------------------------------- How to Convert Your Investment from One First Union Fund to Another First Union Fund 14 - ------------------------------------- - ------------------------ SUMMARY ------------------------ - ------------------------ ------------------------ DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 17 portfolios, each representing a different First Union Fund. Each International Fund is divided into four classes of shares: Class B Investment Shares ("Class B Shares"), Class C Investment Shares ("Class C Shares"), Class D Investment Shares ("Class D Shares") and Trust Shares. Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). Class B, Class C, and Class D Shares are sold to individuals and other customers of First Union (the "Adviser"). This prospectus relates only to Trust Shares ("Shares") of First Union International Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Shares are offered in the following two Funds: . First Union Emerging Markets Growth Portfolio ("Emerging Markets Growth Fund")--seeks to produce long-term capital appreciation The Emerging Markets Growth Fund invests in equity securities of emerging Market issuers; and . First Union International Equity Portfolio ("International Equity Fund")-- seeks to provide long-term capital appreciation. The International Equity Fund invests in equity securities of Non-U.S. issuers. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. The Emerging Markets Growth Fund and the International Equity Fund are sub-advised by Marvin & Palmer Associates, Inc. ("Marvin & Palmer") and Boston International Advisors, Inc. ("Boston International"), respectively. PURCHASING AND REDEEMING SHARES For information on purchasing Trust Shares of the Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." RISK FACTORS Investors should be aware of the following general observations: The foreign securities in which the Funds may invest may be subject to certain risks in addition to those inherent in U.S. investments. The Funds may make certain investments and employ certain investment techniques that involve other risks, including entering into repurchase agreements, investing in when-issued securities, lending portfolio securities and entering into futures contracts and related options as hedges. These risks are described under "Investment Objectives and Policies" for each Fund and "Other Investment Policies." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION INTERNATIONAL FUNDS TRUST SHARES
Emerging International Markets Growth Equity Fund Fund -------------- ------------- Trust Shares--Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price).............. None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).............. None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable).............. None None Redemption Fee (as a percentage of amount redeemed, if applicable)......................... None None Exchange Fee...................................... None None Annual Trust Shares Operating Expenses* (As a percentage of projected average net assets) Management Fee (after waiver) (1)................. % % 12b-1 Fees........................................ None None Total Other Expenses (after waiver) (2)........... % % Total Trust Shares Operating Expenses (3)....... % %
(1) The management fees of Emerging Markets Growth and International Equity Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fees for Emerging Markets Growth and International Equity Funds are 1.50% and 0.82%, respectively. (2) Total Other Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the anticipated voluntary waiver by the administrator. The administrator may terminate these voluntary waivers at any time at its sole discretion. (3) Total Trust Shares Operating Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the voluntary waivers described above in notes 1 and 2. * Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, as- suming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Trust Shares. Emerging Markets Growth Fund.................................. $-- $-- International Equity Fund..................................... $-- $--
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Trust Shares of the Funds. The Funds also offer three additional classes of shares called Class B Shares, Class C Shares, and Class D Shares. In general, all expenses are allocated based upon daily net assets of each class Class B Shares, Class C Shares, and Class D Shares are subject to certain of the same expenses as Trust Shares. However, Class B Shares are subject to a 12b-1 fee of 0.25 of 1% and Class C Shares and Class D Shares are subject to a 12b-1 fee of 0.75 of 1% and a shareholder service fee of 0.25 of 1%. In addition, Class B Shares bear a maximum front-end sales charge of 4.75%, Class C Shares bear a maximum contingent deferred sales charge of 5.00% and Class D Shares bear a maximum contingent deferred sales charge of 1.00%. See "Other Classes of Shares." - ------------------------- INVESTMENT ------------------------- - ------------------------- OBJECTIVES ------------------------- AND POLICIES First Union International Funds offer investors the opportunity to invest in international equity securities of developed and emerging market issuers. The investment objectives and policies of both Funds are stated below. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. - ------------------------- FIRST UNION ------------------------- - ------------------------- EMERGING MARKETS ------------------------- GROWTH PORTFOLIO Objective: Long-term capital appreciation. Invests in: Equity securities of emerging market issuers. Suitable for: Aggressive investors interested in the investment opportunities offered by securities in emerging markets. Key Benefit: Provides potential for growth opportunities by investing in emerging markets experiencing political change, economic deregulation and liberalized trade policies. DESCRIPTION OF THE FUND The Fund seeks long-term capital appreciation. The Fund invests primarily in a diversified portfolio of equity securities of issuers located in countries with emerging markets. As a matter of policy, the Fund will invest at least 65% of the value of its total assets in securities of emerging market issuers. A country will be considered to have an "emerging market" if it has relatively low gross national product per capita compared to the world's major economies and the potential for rapid economic growth. Countries with emerging markets include those that have an emerging stock market (as defined by the International Finance Corporation), those with low- to middle-income economies (according to the World Bank), and those listed in World Bank publications as "developing". The Fund will normally invest in at least six different countries, although it may invest all of its assets in a single country. The Fund focuses on equity securities, but may also invest in other types of instruments, including debt securities. - ------------------------- FIRST UNION ------------------------- - ------------------------- INTERNATIONAL ------------------------- EQUITY PORTFOLIO Objective: Long-term capital appreciation. Invests in: Equity securities of non-U.S. issuers. Suitable for: Investors who want to pursue their investment goals in markets outside the United States. Key Benefit: Provides potential for investment opportunities in countries outside the U.S. due to differing economic and political cycles. DESCRIPTION OF THE FUND The Fund seeks long-term capital appreciation. The Fund invests primarily in foreign equity securities that the Adviser and Boston International, the Sub- Adviser to the Fund, determine, through both fundamental and technical analysis, to be undervalued compared to other securities in their industries and countries. In most market conditions, the stocks comprising the Fund's assets will exhibit traditional value characteristics, such as higher than average dividend yields, lower than average price to book value, and will include stocks of companies with unrecognized or undervalued assets. As a matter of policy, the Fund will invest at least 65% of the value of its total assets in equity securities of issuers located in at least three countries outside of the United States. The Fund will emphasize value stocks, primarily of companies which are listed on one or more of thirty-two stock markets: twenty developed markets and twelve emerging markets. The Fund will invest substantially in industrialized companies throughout the world that comprise the Morgan Stanley Capital International EAFE (Europe, Australia and the Far East) Index. In addition, the Fund intends to invest up to 10% of its assets in emerging country equity securities, as described above under "First Union Emerging Markets Growth Portfolio--Description of the Fund." - ------------------------- TYPES ------------------------- - ------------------------- OF ------------------------- INVESTMENTS The Funds primarily invest in: common and preferred stocks, convertible securities and warrants of foreign corporations. Common stocks represent an equity interest in a corporation. This ownership interest often gives the Funds the right to vote on measures affecting the company's organization and operations. Although common stocks have a history of long-term growth in value, their prices tend to fluctuate in the short term, particularly those of smaller companies; obligations of foreign governments and supranational organizations; corporate and foreign government fixed income securities denominated in currencies other than U.S. dollars, rated, at the time of purchase, Baa or higher by Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard & Poor's Corporation ("S&P"), or which, if unrated, are considered to be of comparable quality by the Sub-Advisers. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds; strategic investments, such as options and futures contracts on currency transactions, securities index futures contracts, and forward foreign currency exchange contracts. The Funds can use these techniques to increase or decrease their exposure to changing security prices, interest rates, currency exchange rates, or other factors that affect security values; securities of closed-end investment companies; and repurchase agreements collateralized by eligible investments. - ------------------------- OTHER ------------------------- - ------------------------- INVESTMENT ------------------------- POLICIES The Funds have adopted the following practices for specific types of investments. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser or Sub-Advisers will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. FOREIGN CURRENCY TRANSACTIONS The Funds will enter into foreign currency transactions to obtain the necessary currencies to settle securities transactions. Currency transactions may be conducted either on a spot or cash basis at prevailing rates or through forward foreign currency exchange contracts. The Funds may also enter into foreign currency transactions to protect Fund assets against adverse changes in foreign currency exchange rates or exchange control regulations. Such changes could unfavorably affect the value of Fund assets which are denominated in foreign currencies, such as foreign securities or funds deposited in foreign banks, as measured in U.S. dollars. Although foreign currency exchanges may be used by a Fund to protect against a decline in the value of one or more currencies, such efforts may also limit any potential gain that might result from a relative increase in the value of such currencies and might, in certain cases, result in losses to the Fund. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS A forward foreign currency exchange contract ("forward contract") is an obligation to purchase or sell an amount of a particular currency at a specific price and on a future date agreed upon by the parties. Generally, no commission charges or deposits are involved. At the time a Fund enters into a forward contract, Fund assets with a value equal to the Fund's obligation under the forward contract are segregated and are maintained until the contract has been settled. The Funds will not enter into a forward contract with a term of more than one year. The Funds will generally enter into a forward contract to provide the proper currency to settle a securities transaction at the time the transaction occurs ("trade date"). The period between trade date and settlement date will vary between 24 hours and 60 days, depending upon local custom. The Funds may also protect against the decline of a particular foreign currency by entering into a forward contract to sell an amount of that currency approximating the value of all or a portion of the Fund's assets denominated in that currency ("hedging"). The success of this type of short-term hedging strategy is highly uncertain due to the difficulties of predicting short-term currency market movements and of precisely matching forward contract amounts and the constantly changing value of the securities involved. Although the Adviser or each Sub-Adviser will consider the likelihood of changes in currency values when making investment decisions, the Adviser or each Sub-Adviser believes that it is important to be able to enter into forward contracts when it believes the interests of a Fund will be served. The Funds will not enter into forward contracts for hedging purposes in a particular currency in an amount in excess of the Fund's assets denominated in that currency. OPTIONS AND FUTURES The Funds may deal in options on foreign currencies, and securities indices, which options may be listed for trading on an international securities exchange. The Funds will use these options to manage interest rate and currency risks. The Funds also may write covered call options and secured put options to generate income or to lock in gains. Each Fund may write covered call options and secured put options on up to 25% of its net assets and may purchase put and call options provided that no more than 5% of the fair market value of its net assets may be invested in premiums on such options. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying asset at the exercise price during the option period. A put option gives the purchaser the right to sell, and the writer the obligation to buy, the underlying asset at the exercise price during the option period. The writer of a covered call owns assets that are acceptable for escrow and the writer of a secured put invests an amount not less than the exercise price in eligible assets to the extent that it is obligated as a writer. If a call written by a Fund is exercised, the Fund forgoes any possible profit from an increase in the market price of the underlying asset over the exercise price plus the premium received. In writing puts, there is a risk that a Fund may be required to take delivery of the underlying asset at a disadvantageous price. The Funds may enter into futures contracts involving foreign currency and securities indices, or options on currency, for bona fide hedging purposes. The Funds may also enter into such futures contracts or related options for purposes other than bona fide hedging if the aggregate amount of initial margin deposits on a Fund's futures and related options positions would not exceed 5% of the net liquidation value of the Fund's assets, provided further that in the case of an option that is in-the-money at the time of the purchase, the in-the- money amount may be excluded in calculating the 5% limitation. In addition, a Fund may not sell futures contracts if the value of such futures contracts exceeds the total market value of the Fund's portfolio securities. Futures contracts sold by a Fund are generally subject to segregation and coverage requirements established by either the Commodity Futures Trading Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with the result that, if a Fund does not hold the instrument underlying the futures contract or option, the Fund will be required to segregate, on an ongoing basis with its custodian, cash, U.S. government securities, or other liquid high grade debt obligations in an amount at least equal to the Fund's obligations with respect to such instruments. The Funds may enter into securities index futures contracts and purchase and write put and call options on securities index futures contracts that are traded on regulated exchanges, including non-U.S. exchanges to the extent permitted by the CFTC. Securities index futures contracts are based on indices that reflect the market value of securities of the firms included in the indices. An index futures contract is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the differences between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. The Funds may enter into securities index futures contracts to sell a securities index in anticipation of or during a market decline to attempt to offset the decrease in market value of securities in its portfolio that might otherwise result. When a Fund is not fully invested and anticipates a significant market advance, it may enter into futures contracts to purchase the index in order to gain rapid market exposure that may in part or entirely offset increases in the cost of securities that it intends to purchase. In many of these transactions, a Fund will purchase such securities upon termination of the futures position but, depending on market conditions, a futures position may be terminated without the corresponding purchases of common stock. A Fund may also invest in securities index futures contracts when its Adviser or Sub- Adviser believes such investment is more efficient, liquid or cost-effective than investing directly in the securities underlying the index. The use of futures and related options involves special considerations and risks, including: (1) the ability of a Fund to utilize futures successfully will depend on its Adviser's or Sub-Adviser's ability to predict pertinent market movements; and (2) there might be an imperfect correlation (or conceivably no correlation) between the change in the market value of the securities held by a Fund and the prices of the futures relating to the securities purchased or sold by the Fund. The use of futures and related options may reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements, but these instruments can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in positions. No assurance can be given that a Sub-Adviser's judgment in this respect will be correct. It is not certain that a secondary market for positions in futures contracts or for options will exist at all times. Although the Adviser or each Sub-Adviser will consider liquidity before entering into these transactions, there is no assurance that a liquid secondary market on an exchange or otherwise will exist for any particular futures contract or option at any particular time. A Fund's ability to establish and close out futures and options positions depends on this secondary market. RISK CHARACTERISTICS OF FOREIGN SECURITIES Investing in non-U.S. securities carries substantial risks in addition to those associated with domestic investments. In an attempt to reduce some of these risks, the Funds diversify their investments broadly among foreign countries which may include both developed and developing countries. With respect to the International Equity Fund, at least three different countries will always be represented. The Funds may take advantage of the unusual opportunities for higher returns available from investing in developing countries. As discussed in detail in the Statement of Additional Information, however, these investments carry considerably more volatility and risk because they generally are associated with less mature economies and less stable political systems. Foreign securities are denominated in foreign currencies. Therefore, the value in U.S. dollars of a Fund's assets and income may be affected by changes in exchange rates and regulations. Although the Funds value their assets daily in U.S. dollars, they will not convert their holdings of foreign currencies to U.S. dollars daily. When a Fund converts its holdings to another currency, it may incur conversion costs. Foreign exchange dealers realize a profit on the difference between the prices at which such dealers buy and sell securities. Other differences between investing in foreign and U.S. companies include: less publicly available information about foreign companies; the lack of uniform financial accounting standards applicable to foreign companies; less readily available market quotations on foreign companies; differences in government regulation and supervision of foreign stock exchanges, brokers, listed companies, and banks; differences in legal systems which may affect the ability to enforce contractual obligations or obtain court judgments; generally lower foreign stock market volume; the likelihood that foreign securities may be less liquid or more volatile; foreign brokerage commissions may be higher; unreliable mail service between countries; and political or financial changes which adversely affect investments in some countries. In the past, U.S. government policies have discouraged or restricted certain investments abroad by investors such as the Funds. Although the Funds are unaware of any current restrictions, investors are advised that these policies could be reinstituted. TEMPORARY INVESTMENTS The Funds may invest in U.S. and foreign short-term money market instruments [denominated in U.S. and/or foreign currencies], including interest-bearing call deposits with banks, government obligations, certificates of deposit, bankers' acceptances, commercial paper, short-term corporate debt securities, and repurchase agreements. These investments may be used to temporarily invest cash received from the sale of Fund shares, to establish and maintain reserves for temporary defensive purposes, or to take advantage of market opportunities. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Funds may invest up to 10% of their total assets in the securities of closed-end investment companies, including regional or single-country funds. To the extent that the Funds invest in securities issued by other investment companies, the Funds will indirectly bear their proportionate share of any fees and expenses paid by such companies, in addition to the fees and expenses payable directly by the Funds. RESTRICTED AND ILLIQUID SECURITIES The Funds may not invest more than 5% of their total assets in securities which are subject to restrictions on resale under federal securities law, except for restricted securities which meet the criteria for liquidity as established by the Trustees. The Funds may invest up to 15% of their net assets in illiquid securities. Illiquid securities include certain restricted securities not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money directly or through reverse repurchase agreements or pledge securities, except under certain circumstances, a Fund may borrow up to one third of the value of its total assets and pledge up to 15% of the value of those assets to secure such borrowings. DIVERSIFICATION With respect to 75% of the value of its total assets, neither Fund may invest more than 5% of its total assets in the securities of one issuer (except cash or cash items, repurchase agreements collateralized by U.S. government securities and U.S. government obligations) or own more than 10% of the outstanding voting securities of one issuer. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. Each Fund will not lend any of its assets except portfolio securities up to one-third of the value of its total assets. DOWNGRADES If any security purchased by either of the Funds loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. - ------------------------- SHAREHOLDER ------------------------- - ------------------------- GUIDE ------------------------- SHARE PRICE CALCULATION In the case of no-load Funds, the net asset value (NAV), the market price and the offering price of Shares are all the same. Purchases, redemptions, and exchanges are made at net asset value. The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares of a Fund may differ slightly from that of Class B Shares, Class C Shares and Class D Shares of the same Fund due to the variability in daily net income resulting from different distribution charges and shareholder services fees (in the case of Class C Shares and Class D Shares) for each class of Shares. The net asset value for each Fund will fluctuate for all four classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return or yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Trust Shares. It is generally reported using total return and yield. Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Trust Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. The yield does not necessarily reflect income actually earned by Trust Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Total return and yield will be calculated separately for Trust Shares, Class B Shares, Class C Shares and Class D Shares of a Fund. Because Class B Shares are subject to 12b-1 fees, and Class C Shares and Class D Shares are subject to a 12b-1 fee and a shareholder services fee, the yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares and Class D Shares are subject to similar non-recurring charges, such as the contingent deferred sales charge ("CDSC"), which, if excluded, would increase the total return for Class C Shares and Class D Shares, respectively. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------- HOW TO ------------------------- - ------------------------- BUY SHARES ------------------------- Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order. MINIMUM INVESTMENT You may invest as often as you want in any of the Funds. There are no sales charges imposed on Trust Shares of the Funds. However, there is a $1,000 minimum initial investment requirement which may be waived incertain situations. For further information, please contact the Capital Management Group of First Union at1-800-326-2584. Subsequent investments may be in any amounts. BY TELEPHONE You may purchase Trust Shares by telephone from the Capital Management Group of First Union at 1-800-326-2584. (Texas residents should directly contact the Mutual Funds Group of First Union Brokerage Services, Inc. at 1-800-326-3241.) Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. Purchase orders must be received by 4:00 p.m. (Eastern time). Payment is required on the next business day. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, Federated Services Company of Pittsburgh, Pennsylvania, with offices in Boston, Massachusetts maintains a Share account for each shareholder of record. Share certificates are not issued. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. HOW TO CONVERT YOUR INVESTMENT - ------------------------- FROM ONE ------------------------- - ------------------------- FIRST UNION ------------------------- FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call First Union at 1-800-326-2584 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Trust Shares of one First Union Fund for Trust Shares of any other First Union Fund by calling toll free 1-800-326-2584 or by writing to First Union. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their net asset value determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the close of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------- HOW TO ------------------------- - ------------------------- REDEEM SHARES ------------------------- Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less any fees. You may redeem Shares in person or by telephoning First Union at 1-800-326-2584 or by written request to First Union. There is no redemption fee charged. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. - ------------------------ MANAGEMENT ------------------------ - ------------------------ OF FIRST ------------------------ UNION FUNDS Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Sub-Advisers, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $ billion in total consolidated assets as of June 30, 1994. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $ billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. As part of their regular banking operations, First Union may make loans to public companies. Thus, it may be possible, from time to time, for the Funds to hold or acquire the securities of issuers which are also lending clients of First Union. The leading relationship will not be a factor in the selection of securities. William R. Hackney, III, is Senior Vice President and Chief Investment Officer of the Capital Management Group of First Union National Bank of North Carolina, N.A. Prior to assuming his current position with First Union, Mr. Hackney served as Regional Research Director for E.F. Hutton & Company's Southeast Region. Mr. Hackney has managed the Funds since their inception in September 1994. SUB-ADVISERS Under the terms of the Sub-Advisory Agreements between First Union National Bank and the respective Sub-Advisers, the Sub-Advisers will be responsible for managing that portion or all of each Fund's portfolio as designated by the Adviser, selecting investments for purchase or sale, along with the countries in which each Fund will invest, and the dealers in these securities in accordance with each Fund's investment objectives, policies and limitations as stated herein. EMERGING MARKETS GROWTH FUND Marvin & Palmer Associates, Inc. is Sub-Adviser for the Emerging Markets Fund. Marvin & Palmer, a privately-held company, was founded in 1986 by David F. Marvin and Stanley Palmer. The stock of Marvin & Palmer is owned by Mr. Marvin, Mr. Palmer and seventeen other holders. Marvin & Palmer is engaged in the management of global, non-United States and emerging markets equity portfolios for institutional accounts. At June 30, 1994, Marvin & Palmer managed a total of $ billion in investments for 32 institutional investors. As of June 30, 1994, Marvin & Palmer served as investment Adviser or Sub- Adviser to other investment company with total assets of $32.6 million. David F. Marvin is Chairman of the Sub-Adviser and founded the firm together with Mr. Palmer in 1986. With respect to the Emerging Markets Growth Fund, Mr. Marvin is primarily responsible for Latin America and currency management, and has served as co-portfolio manager of the Fund since its inception in September 1994. Stanley Palmer is President of the Sub-Adviser and a co-founder of the firm. With respect to the Emerging Markets Growth Fund, Mr. Palmer is primarily responsible for Southeast Asia and the India subcontinent, and has served as co-portfolio manager of the Fund since its inception in September 1994. Terry B. Mason is a Vice President and Portfolio Manager of the Sub-Adviser. Before joining the Sub-Adviser in 1990, Mr. Mason was employed for 14 years by DuPont Corporation, the last five as International Equity Analyst and International Trader. With respect to the Emerging Markets Growth Fund, Mr. Mason is primarily responsible for Eastern Europe and Africa, and has served as co-portfolio manager of the Fund since its inception in September 1994. Jay F. Middleton is a Portfolio Manager for the Sub-Adviser and joined the firm in 1989. With respect to the Emerging Markets Growth Fund, Mr. Middleton is primarily responsible for Latin America and the Middle East and has served as co-portfolio manager of the Fund since its inception in September 1994. Todd D. Marvin is a Portfolio Manager for the Sub-Adviser and joined the firm in 1991. Before joining the Sub-Adviser, Mr. Marvin was employed by Oppenheimer & Company as an Analyst in its investment banking department from 1989 until 1991. With respect to the Emerging Markets Growth Fund, Mr. Marvin is primarily responsible for Southeast Asia and the India subcontinent, and has served as co-portfolio manager of the Fund since its inception in September 1994. INTERNATIONAL EQUITY FUND Boston International Advisors, Inc. is Sub-Adviser for the International Equity Fund. Boston International commenced operations in 1986 and specializes in the management of international equity portfolios. Boston International manages twenty international portfolios, including five group trust funds, for pensions and endowment plans throughout the world. Messrs. Lyle H. Davis, Norman H. Meltz and David A. Umstead, the principal executive officers of Boston International, each owns more than 25% of the outstanding voting securities of Boston International. As of June 30, 1994, Boston International managed a total of $ billion in assets under management. In addition, as of June 30, 1994, Boston International served as investment adviser or sub-adviser to one other investment company with total assets of $146.4 million. Maureen Ghublikian has been a Managing Director of the Sub-Adviser since the firm's inception in 1986. In 1986, she was promoted to Vice President. Ms. Ghublikian has served as co-portfolio manager of the Fund since its inception in September 1994. David A. Umstead has been a founder and Managing Director of the Sub-Adviser since the firm's inception in 1986. Mr. Umstead has served as co-portfolio manager of the Fund since its inception in September 1994. FUND ADMINISTRATION Federated Securities Corp., a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Federated Administrative Services ("FAS"), another subsidiary of Federated Investors, provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank and Trust Company ("State Street Bank"), Boston, Massachusetts, serves as custodian for the securities and cash of the Funds. Federated Services Company, a subsidiary of Federated Investors, serves as transfer agent and provides dividend disbursement and other shareholder services for the Funds. Legal counsel to those Trustees who are not "interested persons" of the Trust, as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. - ------------------------- FEES AND EXPENSES ------------------------- - ------------------------- ------------------------- Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY, SUB-ADVISORY, AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Adviser receives an annual investment advisory fee with respect to the Emerging Markets Growth Fund and the International Equity Fund, respectively: Emerging Markets Growth Fund
Average Aggregate Advisory Fee Daily Net Assets ------------ ----------------- 1.50% on the first $100 million 1.45% on the next $100 million 1.40% on the next $100 million 1.35% on assets in excess of $300 million
International Equity Fund
Average Aggregate Advisory Fee Daily Net Assets ------------ ----------------- .82% on the first $20 million .79% on the next $30 million .76% on the next $50 million .73% on assets in excess of $100 million
The fees paid by the Emerging Markets Growth Fund and the International Equity Fund are higher than the advisory fees paid by other mutual funds in general; however, the fees paid by the International Equity Fund are comparable to fees paid by many mutual funds with similar objectives and policies. For its services under the Sub-Advisory Contract, each Sub-Adviser receives a monthly fee calculated on an annual basis, payable by the Adviser, for its services and expenses incurred with respect to the Emerging Markets Growth Fund and the International Equity Fund, respectively: Emerging Markets Growth Fund--Marvin & Palmer
Average Aggregate Sub-Advisory Fee Daily Net Assets ---------------- ----------------- 1.00% on the first $100 million .95% on the next $100 million .90% on the next $100 million .85% on assets in excess of $300 million International Equity Fund--Boston International Average Aggregate Sub-Advisory Fee Daily Net Assets ---------------- ----------------- .32% on the first $20 million .29% on the next $30 million .26% on the next $50 million .23% on assets in excess of $100 million
The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
Maximum Average Aggregate Daily Administrative Fee Net Assets of the Trust ------------------ ----------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND TRUST SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering a Fund and Shares of that Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred by the Class B Shares, Class C Shares and Class D Shares. In addition, the Funds' expenses under the Shareholder Services Plan are incurred by the Class C Shares and Class D Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; shareholder services fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal, and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees and shareholder services fees, are allocated based upon the average daily net assets of each class of a Fund. SHAREHOLDER - ------------------------- RIGHTS AND ------------------------- - ------------------------- PRIVILEGES ------------------------- VOTING RIGHTS Each share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus and the Statement of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------- DISTRIBUTIONS ------------------------- - ------------------------- AND TAXES ------------------------- Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared and paid quarterly for both Funds. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex- dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Fund or First Union in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------- TAX ------------------------- - ------------------------- INFORMATION ------------------------- Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code, as amended (the "Code") applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. However, the Funds may invest in the stock of certain foreign corporations which would constitute a Passive Foreign Investment Company ("PFIC"). Federal income taxes may be imposed on a Fund upon disposition of PFIC investments. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Investment income received by the Funds from sources within foreign countries may be subject to foreign taxes withheld at the source. The United States has entered into tax treaties with many foreign countries that entitle the Funds to reduced tax rates or exemptions on this income. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries will vary. However, the Funds intend to operate so as to qualify for treaty-reduced tax rates, where applicable. Unless otherwise exempt, shareholders are required to pay federal income tax on any dividends and other distributions, whether in shares or cash, for all the Funds. Detailed information concerning the status of dividend and capital gains distributions for federal income tax purposes is mailed to shareholders annually. Distributions representing net long-term capital gains realized by a Fund, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. If more than 50%of the value of a Fund's assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund intends to qualify for certain Code stipulations that would allow shareholders to claim a foreign tax credit or deduction on their U.S. income tax returns. The Code may limit a shareholder's ability to claim a foreign tax credit. Furthermore, shareholders who elect to deduct their portion of a Fund's foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns. Shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local tax laws. - ------------------------- OTHER CLASSES ------------------------- - ------------------------- OF SHARES ------------------------- First Union International Funds offer four classes of shares: Trust Shares for institutional investors and Class B Shares, Class C Shares and Class D Shares for individuals and other customers of First Union. Class B Shares, Class C Shares and Class D Shares of First Union International Funds are sold to customers of First Union and others at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C Shares and Class D Shares). Shareholders of record in any Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Class B Shares, Class C Shares and Class D Shares are distributed pursuant to Rule 12b-1 Plans adopted by the Trust, whereby the distributor is paid a fee of .25 of 1% for Class B Shares and .75 of 1% for Class C Shares and Class D Shares of each Fund's average daily net asset value. In addition, Class C Shares and Class D Shares pay a shareholder services fee of .25 of 1% of the respective class' average daily net assets. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares, Class C Shares, and Class D Shares will be less than those payable to Trust Shares by the difference between class expenses and distribution and shareholder service expenses borne by the shares of each respective class. - ------------------------- ADDRESSES ------------------------- - ------------------------- ------------------------- - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Sub-Adviser to Emerging Markets Fund Marvin & Palmer Associates, Inc. One Commerce Center Suite 1100 Wilmington, Delaware 19801 - -------------------------------------------------------------------------------- Sub-Adviser to International Equity Fund Boston International Advisors, Inc. 75 State Street Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- Custodian State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Transfer Agent and Dividend Disbursing Agent Federated Services Company Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- - ------------------------ FIRST UNION ------------------------ - ------------------------ INTERNATIONAL ------------------------ FUNDS Portfolios of First Union Funds CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES CLASS D INVESTMENT SHARES - -------------------------------------------------------------------------------- P R O S P E C T U S September , 1994 First Union Funds (the "Trust") is a mutual fund with 17 portfolios, offering a variety of investment opportunities. The Trust currently includes two diversified International Funds, seven diversified Equity and Income Funds, three diversified Money Market Funds, and five non-diversified Single State Municipal Bond Funds. They are: International Funds . First Union Emerging Markets Growth Portfolio; and . First Union International Equity Portfolio. Equity and Income Funds .First Union Balanced Portfolio; .First Union Fixed Income Portfolio; . First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio); . First Union Managed Bond Portfolio (Investment Shares not currently offered); . First Union U.S. Government Portfolio; . First Union Utility Portfolio; and .First Union Value Portfolio. Money Market Funds .First Union Money Market Portfolio; . First Union Tax Free Money Market Portfolio; and .First Union Treasury Money Market Portfolio. Single State Municipal Bond Funds . First Union Florida Municipal Bond Portfolio; . First Union Georgia Municipal Bond Portfolio; . First Union North Carolina Municipal Bond Portfolio; . First Union South Carolina Municipal Bond Portfolio; and . First Union Virginia Municipal Bond Portfolio. This prospectus provides you with information specific to the Class B Investment Shares ("Class B Shares"), Class C Investment Shares ("Class C Shares"), and Class D Investment Shares ("Class D Shares") of First Union International Funds. It concisely describes the information which you should know before investing in Class B Shares, Class C Shares or Class D Shares of any of the First Union International Funds. Please read this prospectus carefully and keep it for future reference. You can find more detailed information about each First Union International Fund in the Combined Statement of Additional Information, dated September , 1994, filed with the Securities and Exchange Commission and incorporated by reference into this prospectus. The Statement is available free of charge by writing to First Union Funds, Federated Investors Tower, Pittsburgh, PA 15222- 3779 or by calling 1-800-326-3241. The Trust is sponsored and distributed by third parties independent of First Union National Bank of North Carolina ("First Union"). The value of investment company shares offered by this prospectus fluctuates daily. The shares offered by this prospectus are not deposits or obligations of First Union, are not endorsed or guaranteed by First Union, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in these shares involves investment risks, including the possible loss of principal. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------- TABLE OF ------------------------- - ------------------------- CONTENTS ------------------------- Summary 2 How to Redeem Shares 17 - -------------------------------------- -------------------------------------- Summary of Fund Expenses 4 Additional Shareholder Services 17 - -------------------------------------- -------------------------------------- Investment Objectives and Policies 7 Management of First Union Funds 18 - -------------------------------------- -------------------------------------- First Union Emerging Markets Growth Fees and Expenses 20 Portfolio 7 -------------------------------------- - -------------------------------------- Shareholder Rights and Privileges 22 First Union International Equity -------------------------------------- Portfolio 7 - -------------------------------------- Distributions and Taxes 23 -------------------------------------- Types of Investments 8 - -------------------------------------- Tax Information 23 -------------------------------------- Other Investment Policies 8 - -------------------------------------- Other Classes of Shares 24 -------------------------------------- Shareholder Guide 12 - -------------------------------------- Addresses Inside Back Cover -------------------------------------- How to Buy Shares 14 - -------------------------------------- How to Convert Your Investment from One First Union Fund to Another First Union Fund 16 - -------------------------------------- - ------------------------- SUMMARY ------------------------- - ------------------------- ------------------------- DESCRIPTION OF THE TRUST First Union Funds is an open-end, management investment company, established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. The Trust currently consists of 17 portfolios, each representing a different First Union Fund. Each International Fund is divided into four classes of shares: Class B Shares, Class C Shares, Class D Shares and Trust Shares. Class B, Class C, and Class D Shares are sold to individuals and other customers of First Union (the "Adviser") and are sold at net asset value plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (the Class B Shares), or (ii) on a contingent deferred basis (the Class C and Class D Shares). Trust Shares are designed primarily for institutional investors (banks, corporations, and fiduciaries). This prospectus relates to all three classes of Investment Shares ("Shares") of First Union International Funds (collectively, the "Funds"). THE FUNDS AND OBJECTIVES As of the date of this prospectus, Class B, Class C, and Class D Shares are offered in the following two Funds: . First Union Emerging Markets Growth Portfolio ("Emerging Markets Growth Fund")--seeks to produce long-term capital appreciation. The Emerging Markets Growth Fund invests in equity securities of emerging market issuers; and . First Union International Equity Portfolio ("International Equity Fund")-- seeks to provide long-term capital appreciation. The International Equity Fund invests in equity securities of non-U.S. issuers. INVESTMENT MANAGEMENT The Funds are advised by First Union, through its Capital Management Group. First Union has responsibility for investment research and supervision of the Funds, in addition to the purchase or sale of portfolio instruments, for which it receives an annual fee. The Emerging Markets Growth Fund and the International Equity Fund are sub-advised by Marvin & Palmer Associates, Inc. ("Marvin & Palmer") and Boston International Advisors, Inc. ("Boston International"), respectively. PURCHASING AND REDEEMING SHARES For information on purchasing Class B, Class C, and Class D Shares of the Funds, please refer to the Shareholder Guide section entitled "How to Buy Shares." Redemption information may be found under "How to Redeem Shares." RISK FACTORS Investors should be aware of the following general observations: The foreign securities in which the Funds may invest may be subject to certain risks in addition to those inherent in U.S. investments. The Funds may make certain investments and employ certain investment techniques that involve other risks, including entering into repurchase agreements, investing in when-issued securities, lending portfolio securities and entering into futures contracts and related options as hedges. These risks are described under "Investment Objectives and Policies" for each Fund and "Other Investment Policies." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION INTERNATIONAL FUNDS CLASS B SHARES
Emerging Markets Growth International Fund Equity Fund -------------- ------------- Class B Shares Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price).............. 4.75% 4.75% Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).............. None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption pro- ceeds, as applicable)............................ None None Redemption Fee (as a percentage of amount re- deemed, if applicable)........................... None None Exchange Fee...................................... None None Annual Class B Shares Operating Expenses (As a percentage of projected average net assets) Management Fee (after waiver) (1)................. % % 12b-1 Fees (2).................................... 0.25% 0.25% Total Other Expenses (after waiver) (3)........... % % Total Class B Shares Operating Expenses (4)..... % %
(1) The management fees of Emerging Markets Growth and International Equity Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fees for Emerging Markets Growth and International Equity Funds are 1.50% and 0.82%, respectively. (2) The Class B Shares can pay up to 0.75% of Class B Shares' average daily net assets as a 12b-1 fee. The Funds plan to limit the Class B Shares' 12b-1 payments to 0.25% of Class B Shares' average daily net assets. (3) Total Other Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the anticipated voluntary waivers by the administrator. The administrator may terminate these waivers at any time at its sole discretion. (4) Total Class B Shares Operating Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the voluntary waivers described above in notes 1 and 3. Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period. The Funds charge no redemption fees for Class B Shares. Emerging Markets Growth Fund................................. $-- $-- International Equity Fund.................................... $-- $--
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class B Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class C Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class C Shares are subject to a 12b- 1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, and bear a maximum contingent deferred sales charge of 5.00%. Class D Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, and bear a maximum contingent deferred sales charge of 1.00%. Trust Shares, Class C Shares nor Class D Shares bear a front-end sales charge. See "Other Classes of Shares." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION INTERNATIONAL FUNDS CLASS C SHARES
Emerging Markets Growth Fund International Equity Fund --------------------------- --------------------------- Class C Shares Shareholder Transaction Expenses Maximum Sales Load Im- posed on Purchases (as a percentage of offer- ing price)............. None None Maximum Sales Load Im- posed on Reinvested Dividends (as a percentage of of- fering price).......... None None Contingent Deferred Sales Charge (as a percentage of original 5% during the first year, 5% during the first year, purchase price or 4% during the second year, 4% during the second year, redemption proceeds, as 3% during the third year, 3% during the third year, applicable) (1)........ 3% during the fourth year, 3% during the fourth year, 2% during the fifth year, 2% during the fifth year, 1% during the sixth year, 1% during the sixth year, and 0% after the sixth year and 0% after the sixth year Redemption Fee (as a percentage of amount redeemed, if applica- ble)................... None None Exchange Fee............ None None Annual Class C Shares Operating Expenses (As a percentage of projected average net assets) Management Fee (after waiver) (2)............ % % 12b-1 Fees.............. 0.75% 0.75% Total Other Expenses (after waiver) (3)..... % % Shareholder Services Plan Fee............ 0.25% 0.25% Total Class C Shares Op- erating Expenses (4)................. % %
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than six years prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per Share. (2) The management fees of Emerging Markets Growth and International Equity Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fees for Emerging Markets Growth and International Equity Funds are 1.50% and 0.82%, respectively. (3) Total Other Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the anticipated voluntary waivers by the administrator. The administrator may terminate this waiver at any time at its sole discretion. (4) Total Class C Shares Operating Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the voluntary waivers described above in notes 2 and 3. Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period: Emerging Markets Growth Fund....................................................... $-- $-- International Equity Fund.......................................................... $-- $-- You would pay the following expenses on the same investment, assuming no redemptions: Emerging Markets Growth Fund....................................................... $-- $-- International Equity Fund.......................................................... $-- $--
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. The example for Class C Shares is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class C Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares and Class D Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class B Shares are subject to a 12b- 1 fee of 0.25 of 1%and bear a maximum sales charge of 4.75%. Class D Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, and bear a maximum contingent deferred sales charge of 1.00%. See "Other Classes of Shares." - ------------------------ SUMMARY OF ------------------------ - ------------------------ FUND EXPENSES ------------------------ FIRST UNION INTERNATIONAL FUNDS CLASS D SHARES
Emerging Markets Growth International Fund Equity Fund -------- ------------- Class D Shares Shareholder Transaction Expenses Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..................................... None None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).......................... None None Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable) (1)..................................... 1.00% 1.00% Redemption Fee (as a percentage of amount redeemed, if applicable)............................................ None None Exchange Fee............................................ None None Annual Class D Shares Operating Expenses (As a percentage of projected average net assets) Management Fee (after waiver) (2)....................... % % 12b-1 Fees.............................................. 0.75% 0.75% Total Other Expenses (after waiver) (3)................. % % Shareholder Services Plan Fee......................... 0.25% 0.25% Total Class D Shares Operating Expenses (4)......... % %
(1) No contingent deferred sales charge is imposed on (a) Shares purchased more than one year prior to redemption, (b) Shares acquired through the reinvestment of dividends and distributions, and (c) the portion of redemption proceeds attributable to increases in the value of an account above the net cost of the investment due to increases in the net asset value per Share. (2) The management fees of Emerging Markets Growth and International Equity Funds have been reduced to reflect the voluntary waivers by the Adviser. The Adviser may terminate these voluntary waivers at any time at its sole discretion. The maximum management fees for Emerging Markets Growth and International Equity Funds are 1.50% and 0.82%, respectively. (3) Total Other Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the anticipated voluntary waivers by the administrator. The administrator may terminate these waivers at any time at its sole discretion. (4) Total Class D Shares Operating Expenses for Emerging Markets Growth and International Equity Funds are estimated to be % and %, respectively, absent the voluntary waivers described above in notes 1 and 3. Expenses in this table are estimated based on average expenses expected to be incurred during the fiscal year ending December 31, 1994. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of the Funds will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Fees and Expenses." Wire-transferred redemptions of less than $5,000 may be subject to additional fees. Because of the asset-based sales charge, long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted under the rules of the National Association of Securities Dealers, Inc.
EXAMPLE 1 year 3 years - ------- ------ ------- You would pay the following expenses on a $1,000 investment, assuming (1) a 5% annual return and (2) redemption at the end of each time period: Emerging Markets Growth Fund................................. $-- $-- International Equity Fund.................................... $-- $--
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown. This example for Class D Shares is based on estimated data for the fiscal year ending December 31, 1994. The information set forth in the foregoing table and example relates only to Class D Shares of the Funds. The Funds also offer three additional classes of shares called Trust Shares, Class B Shares, and Class C Shares. In general, all expenses are allocated based upon the daily net assets of each class. Trust Shares bear no sales charge or 12b-1 fee. Class B Shares are subject to a 12b-1 fee of 0.25 of 1% and bear a maximum sales charge of 4.75%. Class C Shares are subject to a 12b-1 fee of 0.75 of 1%, a shareholder service fee of 0.25 of 1%, bear a maximum contingent deferred sales charge of 5.00%, and bear no front-end sales charge. See "Other Classes of Shares." - ------------------------- INVESTMENT ------------------------- - ------------------------- OBJECTIVES ------------------------- AND POLICIES First Union International Funds offer investors the opportunity to invest in international equity securities of developed and emerging market issuers. The investment objectives and policies of both Funds are stated below. Each Fund's investment objective cannot be changed without shareholder approval. While there is no assurance that each objective will be achieved, the Funds will endeavor to do so by following the investment policies detailed below. Unless otherwise indicated, the investment policies of a Fund may be changed by the Trust's Board of Trustees ("Trustees") without the approval of shareholders. Shareholders will be notified before any material change in these policies becomes effective. - ------------------------- FIRST UNION ------------------------- - ------------------------- EMERGING MARKETS ------------------------- GROWTH PORTFOLIO Objective: Long-term capital appreciation. Invests in: Equity securities of emerging market issuers. Suitable for: Aggressive investors interested in the investment opportunities offered by securities in emerging markets. Key Benefit: Provides potential for growth opportunities by investing in emerging markets experiencing political change, economic deregulation and liberalized trade policies. DESCRIPTION OF THE FUND The Fund seeks long-term capital appreciation. The Fund invests primarily in a diversified portfolio of equity securities of issuers located in countries with emerging markets. As a matter of policy, the Fund will invest at least 65% of the value of its total assets in securities of emerging market issuers. A country will be considered to have an "emerging market" if it has relatively low gross national product per capita compared to the world's major economies and the potential for rapid economic growth. Countries with emerging markets include those that have an emerging stock market (as defined by the International Finance Corporation), those with low- to middle-income economies (according to the World Bank), and those listed in World Bank publications as "developing". The Fund will normally invest in at least six different countries, although it may invest all of its assets in a single country. The Fund focuses on equity securities, but may also invest in other types of instruments, including debt securities. - ------------------------- FIRST UNION ------------------------- - ------------------------- INTERNATIONAL ------------------------- EQUITY PORTFOLIO Objective: Long-term capital appreciation. Invests in: Equity securities of non-U.S. issuers. Suitable for: Investors who want to pursue their investment goals in markets outside the United States. Key Benefit: Provides potential for investment opportunities in countries outside the U.S. due to differing economic and political cycles. DESCRIPTION OF THE FUND The Fund seeks long-term capital appreciation. The Fund invests primarily in foreign equity securities that the Adviser and Boston International, the Sub- Adviser to the Fund, determine, through both fundamental and technical analysis, to be undervalued compared to other securities in their industries and countries. In most market conditions, the stocks comprising the Fund's assets will exhibit traditional value characteristics, such as higher than average dividend yields, lower than average price to book value, and stocks of companies with unrecognized or undervalued assets. As a matter of policy, the Fund will invest at least 65% of the value of its total assets in equity securities of issuers located in at least three countries outside of the United States. The Fund will emphasize value stocks, primarily of companies which are listed on one or more of thirty-two stock markets: twenty developed markets and twelve emerging markets. The Fund will invest substantially in industrialized companies throughout the world that comprise the Morgan Stanley Capital International EAFE (Europe, Australia and the Far East) Index. In addition, the Fund intends to invest up to 10% of its assets in emerging country equity securities, as described above under "First Union Emerging Markets Growth Portfolio--Description of the Fund." - ------------------------- TYPES OF ------------------------- - ------------------------- INVESTMENTS ------------------------- The Funds primarily invest in: common and preferred stocks, convertible securities and warrants of foreign corporations. Common stocks represent an equity interest in a corporation. This ownership interest often gives the Funds the right to vote on measures affecting the company's organization and operations. Although common stocks have a history of long-term growth in value, their prices tend to fluctuate in the short term, particularly those of smaller companies; obligations of foreign governments and supranational organizations; corporate and foreign government fixed income securities denominated in currencies other than U.S. dollars, rated, at the time of purchase, Baa or higher by Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard & Poor's Corporation ("S&P"), or which, if unrated, are considered to be of comparable quality by the Sub-Advisers. Bonds rated Baa by Moody's or BBB by S&P have speculative characteristics. Changes in economic conditions or other circumstances are more likely to lead to weakened capacity to make principal and interest payments than higher rated bonds; strategic investments, such as options and futures contracts on currency transactions, securities index futures contracts, and forward foreign currency exchange contracts. The Funds can use these techniques to increase or decrease their exposure to changing security prices, interest rates, currency exchange rates, or other factors that affect security values; securities of closed-end investment companies; and repurchase agreements collateralized by eligible investments. - ------------------------- OTHER ------------------------- - ------------------------- INVESTMENT ------------------------- POLICIES The Funds have adopted the following practices for specific types of investments. REPURCHASE AGREEMENTS The Funds may invest in repurchase agreements. Repurchase agreements are agreements by which a Fund purchases a security for cash and obtains a simultaneous commitment from the seller (usually a bank or broker/dealer) to repurchase the security at an agreed-upon price and specified future date. The repurchase price reflects an agreed-upon interest rate for the time period of the agreement. The Fund's risk is the inability of the seller to pay the agreed-upon price on delivery date. However, this risk is tempered by the ability of the Fund to sell the security in the open market in the case of a default. In such a case, the Fund may incur costs in disposing of the security which would increase Fund expenses. The Adviser or Sub-Advisers will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreements. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds may purchase portfolio securities on a when-issued or delayed delivery basis. In such cases, a Fund commits to purchase a security which will be delivered and paid for at a future date. The Fund relies on the seller to deliver the securities and risks missing an advantageous price or yield if the seller does not deliver the security as promised. FOREIGN CURRENCY TRANSACTIONS The Funds will enter into foreign currency transactions to obtain the necessary currencies to settle securities transactions. Currency transactions may be conducted either on a spot or cash basis at prevailing rates or through forward foreign currency exchange contracts. The Funds may also enter into foreign currency transactions to protect Fund assets against adverse changes in foreign currency exchange rates or exchange control regulations. Such changes could unfavorably affect the value of Fund assets which are denominated in foreign currencies, such as foreign securities or funds deposited in foreign banks, as measured in U.S. dollars. Although foreign currency exchanges may be used by a Fund to protect against a decline in the value of one or more currencies, such efforts may also limit any potential gain that might result from a relative increase in the value of such currencies and might, in certain cases, result in losses to the Fund. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS A forward foreign currency exchange contract ("forward contract") is an obligation to purchase or sell an amount of a particular currency at a specific price and on a future date agreed upon by the parties. Generally, no commission charges or deposits are involved. At the time a Fund enters into a forward contract, Fund assets with a value equal to the Fund's obligation under the forward contract are segregated and are maintained until the contract has been settled. The Funds will not enter into a forward contract with a term of more than one year. The Funds will generally enter into a forward contract to provide the proper currency to settle a securities transaction at the time the transaction occurs ("trade date"). The period between trade date and settlement date will vary between 24 hours and 60 days, depending upon local custom. The Funds may also protect against the decline of a particular foreign currency by entering into a forward contract to sell an amount of that currency approximating the value of all or a portion of the Fund's assets denominated in that currency ("hedging"). The success of this type of short-term hedging strategy is highly uncertain due to the difficulties of predicting short-term currency market movements and of precisely matching forward contract amounts and the constantly changing value of the securities involved. Although the Adviser or each Sub-Adviser will consider the likelihood of changes in currency values when making investment decisions, the Adviser or each Sub-Adviser believes that it is important to be able to enter into forward contracts when it believes the interests of a Fund will be served. The Funds will not enter into forward contracts for hedging purposes in a particular currency in an amount in excess of the Fund's assets denominated in that currency. OPTIONS AND FUTURES The Funds may deal in options on foreign currencies, and securities indices, which options may be listed for trading on an international securities exchange. The Funds will use these options to manage interest rate and currency risks. The Funds also may write covered call options and secured put options to generate income or to lock in gains. Each Fund may write covered call options and secured put options on up to 25% of its net assets and may purchase put and call options provided that no more than 5% of the fair market value of its net assets may be invested in premiums on such options. A call option gives the purchaser the right to buy, and the writer the obligation to sell, the underlying asset at the exercise price during the option period. A put option gives the purchaser the right to sell, and the writer the obligation to buy, the underlying asset at the exercise price during the option period. The writer of a covered call owns assets that are acceptable for escrow and the writer of a secured put invests an amount not less than the exercise price in eligible assets to the extent that it is obligated as a writer. If a call written by a Fund is exercised, the Fund forgoes any possible profit from an increase in the market price of the underlying asset over the exercise price plus the premium received. In writing puts, there is a risk that a Fund may be required to take delivery of the underlying asset at a disadvantageous price. The Funds may enter into futures contracts involving foreign currency and securities indices, or options on currency, for bona fide hedging purposes. The Funds may also enter into such futures contracts or related options for purposes other than bona fide hedging if the aggregate amount of initial margin deposits on a Fund's futures and related options positions would not exceed 5% of the net liquidation value of the Fund's assets, provided further that in the case of an option that is in-the-money at the time of the purchase, the in-the- money amount may be excluded in calculating the 5% limitation. In addition, a Fund may not sell futures contracts if the value of such futures contracts exceeds the total market value of the Fund's portfolio securities. Futures contracts sold by a Fund are generally subject to segregation and coverage requirements established by either the Commodity Futures Trading Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with the result that, if a Fund does not hold the instrument underlying the futures contract or option, the Fund will be required to segregate, on an ongoing basis with its custodian, cash, U.S. government securities, or other liquid high grade debt obligations in an amount at least equal to the Fund's obligations with respect to such instruments. The Funds may enter into securities index futures contracts and purchase and write put and call options on securities index futures contracts that are traded on regulated exchanges, including non-U.S. exchanges to the extent permitted by the CFTC. Securities index futures contracts are based on indices that reflect the market value of securities of the firms included in the indices. An index futures contract is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the differences between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. The Funds may enter into securities index futures contracts to sell a securities index in anticipation of or during a market decline to attempt to offset the decrease in market value of securities in its portfolio that might otherwise result. When a Fund is not fully invested and anticipates a significant market advance, it may enter into futures contracts to purchase the index in order to gain rapid market exposure that may in part or entirely offset increases in the cost of securities that it intends to purchase. In many of these transactions, a Fund will purchase such securities upon termination of the futures position but, depending on market conditions, a futures position may be terminated without the corresponding purchases of common stock. A Fund may also invest in securities index futures contracts when its Adviser or Sub- Adviser believes such investment is more efficient, liquid or cost-effective than investing directly in the securities underlying the index. The use of futures and related options involves special considerations and risks, including: (1) the ability of a Fund to utilize futures successfully will depend on its Sub-Adviser's ability to predict pertinent market movements; and (2) there might be an imperfect correlation (or conceivably no correlation) between the change in the market value of the securities held by a Fund and the prices of the futures relating to the securities purchased or sold by a Fund. The use of futures and related options may reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements, but these instruments can also reduce the opportunity for gain by offsetting the positive effect of favorable price movements in positions. No assurance can be given that a Sub-Adviser's judgment in this respect will be correct. It is not certain that a secondary market for positions in futures contracts or for options will exist at all times. Although the Adviser or each Sub-Adviser will consider liquidity before entering into these transactions, there is no assurance that a liquid secondary market on an exchange or otherwise will exist for any particular futures contract or option at any particular time. A Fund's ability to establish and close out futures and options positions depends on this secondary market. RISK CHARACTERISTICS OF FOREIGN SECURITIES Investing in non-U.S. securities carries substantial risks in addition to those associated with domestic investments. In an attempt to reduce some of these risks, the Funds diversify their investments broadly among foreign countries which may include both developed and developing countries. With respect to the International Equity Fund, at least three different countries will always be represented. The Funds may take advantage of the unusual opportunities for higher returns available from investing in developing countries. As discussed in detail in the Statement of Additional Information, however, these investments carry considerably more volatility and risk because they generally are associated with less mature economies and less stable political systems. Foreign securities are denominated in foreign currencies. Therefore, the value in U.S. dollars of a Fund's assets and income may be affected by changes in exchange rates and regulations. Although the Funds value their assets daily in U.S. dollars, they will not convert their holdings of foreign currencies to U.S. dollars daily. When a Fund converts its holdings to another currency, it may incur conversion costs. Foreign exchange dealers realize a profit on the difference between the prices at which such dealers buy and sell securities. Other differences between investing in foreign and U.S. companies include: less publicly available information about foreign companies; the lack of uniform financial accounting standards applicable to foreign companies; less readily available market quotations on foreign companies; differences in government regulation and supervision of foreign stock exchanges, brokers, listed companies, and banks; differences in legal systems which may affect the ability to enforce contractual obligations or obtain court judgments; generally lower foreign stock market volume; the likelihood that foreign securities may be less liquid or more volatile; foreign brokerage commissions may be higher; unreliable mail service between countries; and political or financial changes which adversely affect investments in some countries. In the past, U.S. government policies have discouraged or restricted certain investments abroad by investors such as the Funds. Although the Funds are unaware of any current restrictions, investors are advised that these policies could be reinstituted. TEMPORARY INVESTMENTS The Funds may invest in U.S. and foreign short-term money market instruments [denominated in U.S. and/or foreign currencies], including interest-bearing call deposits with banks, government obligations, certificates of deposit, bankers' acceptances, commercial paper, short-term corporate debt securities, and repurchase agreements. These investments may be used to temporarily invest cash received from the sale of Fund shares, to establish and maintain reserves for temporary defensive purposes, or to take advantage of market opportunities. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES The Funds may invest up to 10% of their total assets in the securities of closed-end investment companies, including regional or single-country funds. To the extent that the Funds invest in securities issued by other investment companies, the Funds will indirectly bear their proportionate share of any fees and expenses paid by such companies, in addition to the fees and expenses payable directly by the Funds. RESTRICTED AND ILLIQUID SECURITIES The Funds may not invest more than 5% of their total assets in securities which are subject to restrictions on resale under federal securities law, except for restricted securities which meet the criteria for liquidity as established by the Trustees. The Funds may invest up to 15% of their net assets in illiquid securities. Illiquid securities include certain restricted securities not determined by the Trustees to be liquid, non-negotiable time deposits, and repurchase agreements providing for settlement in more than seven days after notice. The following investment limitations cannot be changed without shareholder approval. BORROWING MONEY The Funds will not borrow money directly or through reverse repurchase agreements or pledge securities, except under certain circumstances, a Fund may borrow up to one third of the value of its total assets and pledge up to 15% of the value of those assets to secure such borrowings. DIVERSIFICATION With respect to 75% of the value of its total assets, neither Fund may invest more than 5% of its total assets in the securities of one issuer (except cash or cash items, repurchase agreements collateralized by U.S. government securities and U.S. government obligations) or own more than 10% of the outstanding voting securities of one issuer. LENDING OF PORTFOLIO SECURITIES In order to generate additional income, the Funds may lend portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Funds will only enter into loan arrangements with creditworthy borrowers and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. Each Fund will not lend any of its assets except portfolio securities up to one-third of the value of its total assets. DOWNGRADES If any security purchased by either of the Funds loses its rating or has its rating reduced after the Fund has purchased it, the Fund is not required to sell or otherwise dispose of the security, but may consider doing so. - ------------------------- SHAREHOLDER GUIDE ------------------------- - ------------------------- ------------------------- CLASSES OF INVESTMENT SHARES You may select a method of purchasing Shares which is most beneficial to you by choosing Class B Shares, Class C Shares or Class D Shares. Your decision will be based on the amount of your intended purchase and how long you expect to hold the Shares. Each Fund offers three types of Investment Shares: Class B Shares, Class C Shares and Class D Shares. Each Share of the Fund represents an identical interest in the investment portfolio of the Fund and has the same rights. The difference between Class B Shares, Class C Shares, and Class D Shares is based on purchasing arrangements and distribution and shareholder services expenses. Class B Shares have a sales charge included at the time of purchase and are subject to a Rule 12b-1 distribution fee of 0.25%. This means that investors can purchase fewer Class B Shares for the same initial investment than Class C Shares or Class D Shares due to the initial sales charge, but will receive higher dividends per Share due to the lower distribution expenses. Class C Shares impose a maximum contingent deferred sales charge ("CDSC") of 5.00% on most redemptions made within six years of purchase, have distribution costs resulting from Rule 12b-1 distribution fees of 0.75% and a shareholder services fee of 0.25%. In addition, at the end of the seven year period, Class C Shares may automatically convert to Class B Shares and thus be subject to lower Rule 12b-1 distribution fees. Class D Shares impose a CDSC of 1.00% on most redemptions made within the first 12 months of purchase, have a Rule 12b-1 distribution fee of 0.75%, and a shareholder services fee of 0.25% This means that investors may purchase more Class C Shares or Class D Shares than Class B Shares for the same initial investment, but will receive lower dividends per Share. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated Rule 12b-1 fee, CDSC, and shareholder services fee on either Class C Shares or Class D Shares would be less than the initial sales charge and accumulated Rule 12b-1 fee on Class B Shares purchased at the same time. Investors must also consider how each differential would be offset by the higher yield of Class B Shares. SHARE PRICE CALCULATION The net asset value of a Fund Share equals the market value of all the Fund's portfolio securities divided by the total Shares outstanding. It is also the bid price. The offering price is quoted after adding a sales charge to the net asset value. Purchases, redemptions, and exchanges are all based on net asset value. (The purchase price of Class B Shares adds an applicable sales charge, and the redemption proceeds of Class C Shares and Class D Shares deduct an applicable CDSC.) The net asset value is determined at 4:00 p.m. (Eastern time), Monday through Friday, except on: (i) days on which there are not sufficient changes in the value of a Fund's portfolio securities that its net asset value might be materially affected; (ii) days during which no Shares are tendered for redemption and no orders to purchase Shares are received; and (iii) the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. The net asset value is computed by adding cash and other assets to the closing market value of all securities owned, subtracting liabilities and dividing the result by the number of outstanding Shares. The net asset value will vary each day depending on purchases and redemptions. Expenses and fees, including the management fee, are accrued daily and taken into account for the purpose of determining net asset value. The net asset value of Trust Shares of a Fund may differ slightly from that of Class B Shares, Class C Shares, and Class D Shares of the same Fund due to the variability in daily net income resulting from different distribution charges and shareholder services fees (in the case of Class C Shares and Class D Shares) for each class of shares. The net asset value for each Fund will fluctuate for all four classes. PERFORMANCE INFORMATION A Fund's performance may be quoted in terms of total return and yield. Performance information is historical and is not intended to indicate future results. From time to time, the Funds may make available certain information about the performance of Class B Shares, Class C Shares, and Class D Shares. It is generally reported using total return and yield. Total return takes into account both income (dividends) and changes in the Fund's Share price (appreciation or depreciation). It is based on the overall dollar or percentage change in value of an investment assuming reinvestment of all dividends and capital gains during a specified period. Total return is measured by comparing the value of an investment at the beginning of a specified period to the redemption value at the end of the same period, assuming reinvestment of dividends or capital gains distributions. Yield shows how much income an investment generates. It refers to the Fund's income over a 30-day period expressed as a percentage of the Fund's Share price. The yields of Class B Shares, Class C Shares and Class D Shares are calculated by dividing the sum of all interest and dividend income (less Fund expenses) over a 30-day period by the offering price per Share on the last day of the period. The number is then annualized using semi-annual compounding. The yield does not necessarily reflect income actually earned by Class B Shares, Class C Shares and Class D Shares of the Funds and, therefore, may not correlate to the dividends or other distributions paid to shareholders. Performance information for the Class B Shares, Class C Shares and Class D Shares reflects the effect of a sales charge which, if excluded, would increase the total return and yield. Total return and yield will be calculated separately for Class B Shares, Class C Shares, Class D Shares and Trust Shares of a Fund. Because Class B Shares are subject to 12b-1 fees, and Class C Shares and Class D Shares are subject to a 12b-1 fee and a shareholder services fee, the yield will be lower than that of Trust Shares. The sales load applicable to Class B Shares also contributes to a lower total return for Class B Shares. In addition, Class C Shares and Class D Shares are subject to similar non-recurring charges, such as the CDSC, which, if excluded, would increase the total return for Class C Shares and Class D Shares. From time to time, a Fund may advertise its performance using certain rankings published in financial publications and/or compare its performance to certain indices. - ------------------------- HOW TO BUY ------------------------- - ------------------------- SHARES ------------------------- Shares may be purchased at a price equal to their net asset value per Share next determined after receipt of an order plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of purchase (in the case of Class B Shares), or (ii) on a contingent deferred basis (in the case of Class C Shares and Class D Shares). MINIMUM INVESTMENT You may invest as often as you want in the Funds. There is a $1,000 minimum initial investment requirement which may be waived in certain situations. For further information, please contact the Mutual Funds Group of First Union Brokerage Services ("FUBS"), a subsidiary of First Union, at 1-800-326-3241. Subsequent investments may be in any amounts. WHAT SHARES COST Class B Shares are sold at their net asset value plus a sales charge as follows:
Sales Charge as Sales Charge as a a Percentage of Percentage of Net Amount of Transaction Public Offering Price Amount Invested --------------------- --------------------- ----------------- $ 0-$ 99,999 4.75% 4.25% $ 100,000-$ 249,999 3.75% 3.25% $ 250,000-$ 499,999 3.00% 2.50% $ 500,000-$ 999,999 2.00% 1.75% $1,000,000-$2,499,999 1.00% 1.00% $2,500,000+ 0.25% 0.25%
Shareholders of record in any First Union Fund at October 12, 1990, and the members of their immediate family, will be exempt from sales charges on any future purchases in any of the First Union Funds. Employees of First Union, Federated Securities Corp. (the "distributor" or "FSC") and their affiliates, and certain trust accounts for which First Union or its affiliates act in an administrative, fiduciary, or custodial capacity, board members of First Union and the above-mentioned entities and the members of the immediate families of any of these persons, will also be exempt from sales charges. Sales charges may be reduced in some cases. You may be entitled to a reduction if: (1) you make a single large purchase, (2) you, your spouse and/or children (under 21 years) make Fund purchases on the same day, (3) you make an additional purchase to add to an existing account, (4) you sign a letter of intent indicating your intention to purchase at least $100,000 of Shares over the next 13 months, (5) you reinvest in a Fund within 30 days of redemption, or (6) you combine purchases of two or more First Union Funds which include front- end sales charges. In all of these cases, you must notify the distributor of your intentions in writing in order to qualify for a sales charge reduction. For more information, consult the Funds' Statement of Additional Information or the distributor. Class C Shares are sold at net asset value per Share without the imposition of a sales charge at the time of purchase. Shares redeemed within six years of their purchase will be subject to a CDSC according to the following schedule:
Year of Redemption Contingent Deferred After Purchase Sales Charge ------------------ ------------------- First 5.0% Second 4.0% Third 3.0% Fourth 3.0% Fifth 2.0% Sixth 1.0% Seventh None
Class D Shares are sold at net asset value per Share without the imposition of a sales charge at the time of purchase. Shares redeemed within one year of their purchase will be subject to a CDSC of 1.00%. With respect to Class C Shares and Class D Shares, no CDSC will be imposed on: (1) the portion of redemption proceeds attributable to increases in the value of the account due to increases in the net asset value per Share, (2) Shares acquired through reinvestment of dividends and capital gains, (3) Shares held for more than six years (in the case of Class C Shares) or one year (in the case of Class D Shares) after the end of the calendar month of acquisition, (4) accounts following the death or disability of a shareholder, or (5) minimum required distributions to a shareholder over the age of 70 1/2 from an IRA or other retirement plan. CONVERSION FEATURE Class C Shares include all Shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending seven years after the end of the month in which the shareholder's order to purchase Class C Shares was accepted. At the end of this seven year period, Class C Shares may automatically convert to Class B Shares, in which case the Shares will no longer be subject to the higher Rule 12b-1 distribution fee which is assessed on Class C Shares. Such conversion will be on the basis of the relative net asset values of the two classes, without the imposition of any sales load, fee or other charge. The purpose of the conversion feature is to relieve the holders of the Class C Shares that have been outstanding for a period of time sufficient for the distributor to have been compensated for distribution expenses related to the Class C Shares from most of the burden of such distribution-related expenses. For purposes of conversion to Class B Shares, Class C Shares purchased through the reinvestment of dividends and distributions paid on Class C Shares in a shareholder's Fund acount will be considered to be held in a separate sub- account. Each time any Class C Shares in the shareholder's Fund account (other than those in the sub-account) convert to Class B Shares, an equal pro rata portion of the Class C Shares in the sub-account will also convert to Class B Shares. The availability of the conversion feature is subject to the granting of an exemptive order (the "Order") by the Securities and Exchange Commission (the "SEC") or the adoption of a rule permitting such conversion. In the event that the Order or rule ultimately issued by the SEC requires any conditions additional to those described in this prospectus, shareholders will be notified. BY TELEPHONE OR IN PERSON You may purchase Class B Shares, Class C Shares and Class D Shares by telephone from the Mutual Funds Group of FUBS at 1-800-326-3241 or you may place the order in person at any First Union branch location. Shares are sold on days on which the New York Stock Exchange and the Federal Reserve Wire System are open for business. METHOD OF PAYMENT Payment may be made by check or federal funds or by debiting your account at First Union. All purchase orders received prior to 4:00 p.m. (Eastern time) on a regular business day are processed at that day's offering price. Payment is required within five business days. SHAREHOLDER ACCOUNTS As transfer agent for the Funds, Federated Services Company of Pittsburgh, Pennsylvania, with offices in Boston, Massachusetts maintains a Share account for each shareholder of record. Share certificates are not issued. MINIMUM BALANCE Due to the high cost of maintaining smaller holdings, each Fund reserves the right to redeem a shareholder's Shares if, as a result of redemptions, their aggregate value drops below $1,000. Reductions in value that result solely from market activity will not trigger an involuntary redemption. The Funds will notify shareholders in writing 30 days before taking such action to allow them to increase their holdings to at least the minimum level. DEALER CONCESSION For sales of Shares of the Funds, a dealer will normally receive up to 85% of the applicable sales charge. Any portion of the sales charge which is not paid to a dealer will be retained by the distributor. However, the distributor, in its sole discretion, may uniformly offer to pay to all dealers selling Shares of the Funds, all or a portion of the sales charge it normally retains. If accepted by the dealer, such additional payments will be predicated upon the amount of Fund Shares sold. The sales charge for Shares sold other than through registered broker/dealers will be retained by FSC. FSC may pay fees to banks out of the sales charge in exchange for sales and/or administrative services performed on behalf of the bank's customers in connection with the initiation of customer accounts and purchases of Shares. From time to time, the distributor will conduct sales programs or contests that compensate brokers with cash or non-cash items, such as merchandise and attendance at sales seminars in resort locations. The cost of such compensation is borne by the distributor and is not a Fund expense. HOW TO CONVERT - ------------------------- YOUR INVESTMENT ------------------------- - ------------------------- FROM ONE ------------------------- FIRST UNION FUND TO ANOTHER FIRST UNION FUND As a shareholder, you have the privilege of exchanging your Shares for shares of another First Union Fund. As long as the First Union Fund in which you are invested will not be adversely affected, you may switch among the First Union Funds within the Trust. Before the exchange, you must call FUBS at 1-800-326-3241 to receive a prospectus for the First Union Fund into which you want to exchange. Read the prospectus carefully. Each exchange represents the sale of shares of one First Union Fund and the purchase of shares in another, which may produce a gain or loss for tax purposes. You may exchange Class B Shares of one First Union Fund for Class B Shares of any other First Union Fund, Class C Shares of one First Union Fund for Class C Shares of any other First Union Fund, or Class D Shares of one First Union Fund for Class D Shares of any other First Union Fund by calling toll free 1-800- 326-3241 or by writing to FUBS. Telephone exchange instructions may be recorded. Shares purchased by check are eligible for exchange after the check clears, which could take up to seven days after receipt of the check. Exchanges are subject to the $1,000 minimum initial purchase requirement for each First Union Fund. An exchange order must comply with the requirements for a redemption and purchase order and must specify the dollar value or number of shares to be exchanged. Once the order is received, the Shares already owned will be redeemed at current net asset value and, upon receipt of the proceeds by the First Union Fund, shares of the other First Union Fund will be purchased at their offering price determined after the proceeds from such redemption become available, which may be up to seven days after such redemption. Orders for exchanges received by a First Union Fund prior to 4:00 p.m. (Eastern time) on any day the First Union Funds are open for business will be executed as of the close of business that day. Orders for exchanges received after 4:00 p.m. (Eastern time) on any business day will be executed at the close of the next business day. When exchanging into and out of load and no-load shares of First Union Funds, shareholders who have already paid a sales charge once at the time of purchase, including shares obtained through the reinvestment of dividends, will not have to pay an additional sales charge on an exchange. The exchange of Class C Shares or Class D Shares will not be subject to a CDSC. However, if the shareholder redeems Class C Shares within six years of the original purchase or Class D Shares within one year of the original purchase, a CDSC will be imposed. For purposes of computing the CDSC, the length of time the shareholder has owned Class C Shares or Class D Shares will be measured from the date of original purchase and will not be affected by the exchange. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. EXCHANGE RESTRICTIONS Although the Trust has no intention of terminating or modifying the exchange privilege, it reserves the right to do so at any time. Excessive trading can impact the interests of shareholders. Therefore, the Trust reserves the right to terminate the exchange privilege of any shareholder who makes more than five exchanges of shares of the First Union Funds in a year or three exchanges in a calendar quarter. The exchange privilege is only available in states where shares of the First Union Fund being acquired may legally be sold. Before the exchange, a shareholder must receive a prospectus of the First Union Fund for which the exchange is being made. - ------------------------- HOW TO ------------------------- - ------------------------- REDEEM SHARES ------------------------- Shares are redeemed at their net asset value next determined after a proper redemption request has been received, less, in the case of Class C Shares or Class D Shares, any applicable CDSC. You may redeem Shares in three ways: (1) by telephoning FUBS at 1-800-326-3241, (2) by written request to FUBS or State Street Bank, or (3) in person at First Union. Telephone redemption instructions may be recorded. The Funds redeem Shares at their net asset value next determined after a Fund receives the redemption request. Redemptions will be made on days on which a Fund computes the net asset value of Shares. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Proceeds will be wired to the shareholder's account at First Union or a check will be sent to the address of record, normally within five (but in no case longer than seven) days after a proper request for redemption has been received. If reasonable procedures are not followed by a Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. ADDITIONAL - ------------------------- SHAREHOLDER ------------------------- - ------------------------- SERVICES ------------------------- TELEPHONE SERVICES You may authorize electronic transfers of money to purchase Shares in any amount or to redeem any or all Shares in an account. The service may be used like an "electronic check" to move money between a bank account and an account in the Fund with a single telephone call. SYSTEMATIC INVESTMENT PLAN You may arrange for systematic monthly or quarterly investments in your account in amounts of $25 or more by directly debiting your bank account. TAX SHELTERED PLANS You may open a pension and profit sharing account in any First Union Fund (except those First Union Funds having an objective of providing tax free income), including Individual Retirement Accounts ("IRAs"), Rollover IRAs, Keogh Plans, Corporate Profit-Sharing, Pension and Salary-Reduction Plans. For details, including fees and application forms, call First Union toll free at 1- 800-669-2136 or write to First Union National Bank of North Carolina, Retirement Services, 301 South College Street, Charlotte, NC 28288-1169. SYSTEMATIC WITHDRAWAL PLAN If you are a shareholder with an account valued at $10,000 or more, you may have amounts of $100 or more sent from your account to you on a regular monthly or quarterly basis. MANAGEMENT - ------------------------- OF ------------------------- - ------------------------- FIRST UNION FUNDS ------------------------- Responsibility for the overall management of First Union Funds rests with its Trustees and officers. Other service providers include the Funds' Distributor, Investment Adviser, Sub-Advisers, Custodian, Transfer Agent, Legal Counsel, and Independent Auditors. INVESTMENT ADVISER Professional investment supervision for the Funds is provided by the investment adviser, the Capital Management Group of First Union. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina, with $ billion in total consolidated assets as of June 30, 1994. Through offices in 36 states and one foreign country, First Union Corporation and its subsidiaries provide a broad range of financial services to individuals and businesses. First Union's Capital Management Group employs an experienced staff of professional investment analysts, portfolio managers, and traders, and uses several proprietary computer-based systems in conjunction with fundamental analysis to identify investment opportunities. The Capital Management Group has been managing trust assets for over 50 years and currently oversees assets of more than $ billion. In addition, the Capital Management Group has advised the Trust since its inception in 1984. As part of their regular banking operations, First Union may make loans to public companies. Thus, it may be possible, from time to time, for the Funds to hold or acquire the securities of issuers which are also lending clients of First Union. The lending relationship will not be a factor in the selection of securities. William R. Hackney, III, is Senior Vice President and Chief Investment Officer of the Capital Management Group of First Union National Bank of North Carolina, N.A. Prior to assuming his current position with First Union, Mr. Hackney served as Regional Research Director for E.F. Hutton & Company's Southeast Region. Mr. Hackney has managed the Funds since their inception in September 1994. SUB-ADVISERS Under the terms of the Sub-Advisory Agreements between First Union National Bank and the respective Sub-Advisers, the Sub-Advisers will be responsible for managing that portion or all of each Fund's portfolio as designated by the Adviser, selecting investments for purchase or sale, along with the countries in which each Fund will invest, and the dealers in these securities in accordance with each Fund's investment objectives, policies and limitations as stated herein. EMERGING MARKETS GROWTH FUND Marvin & Palmer Associates, Inc. is Sub-Adviser for the Emerging Markets Growth Fund. Marvin & Palmer, a privately-held company, was founded in 1986 by David F. Marvin and Stanley Palmer. The stock of Marvin & Palmer is owned by Mr. Marvin, Mr. Palmer and seventeen other holders. Marvin & Palmer is engaged in the management of global, non-United States and emerging markets equity portfolios for institutional accounts. At June 30, 1994, Marvin & Palmer managed a total of $ billion in investments for 32 institutional investors. As of June 30, 1994, Marvin & Palmer served as investment adviser or sub- adviser to one other investment company with total assets of $32.6 million. David F. Marvin is Chairman of the Sub-Adviser and founded the firm together with Mr. Palmer in 1986. With respect to the Emerging Markets Growth Fund, Mr. Marvin is primarily responsible for Latin America and currency management, and has served as co-portfolio manager of the Fund since its inception in September 1994. Stanley Palmer is President of the Sub-Adviser and a co-founder of the firm. With respect to the Emerging Markets Growth Fund, Mr. Palmer is primarily responsible for Southeast Asia and the India subcontinent, and has served as co-portfolio manager of the Fund since its inception in September 1994. Terry B. Mason is a Vice President and Portfolio Manager of the Sub-Adviser. Before joining the Sub-Adviser in 1990, Mr. Mason was employed for 14 years by DuPont Corporation, the last five as International Equity Analyst and International Trader. With respect to the Emerging Markets Growth Fund, Mr. Mason is primarily responsible for Eastern Europe and Africa, and has served as co-portfolio manager of the Fund since its inception in September 1994. Jay F. Middleton is a portfolio manager for the Sub-Adviser and joined the firm in 1989. With respect to the Emerging Markets Growth Fund, Mr. Middleton is primarily responsible for Latin America and the Middle East and has served as co-portfolio manager of the Fund since its inception in September 1994. Todd D. Marvin is a Portfolio Manager for the Sub-Adviser and joined the firm in 1991. Before joining the Sub-Adviser, Mr. Marvin was employed by Oppenheimer & Company as an Analyst in its investment banking department from 1989 until 1991. With respect to the Emerging Markets Growth Fund, Mr. Marvin is primarily responsible for Southeast Asia and the India subcontinent, and has served as co-portfolio manager of the Fund since its inception in September 1994. INTERNATIONAL EQUITY FUND Boston International Advisors, Inc. is Sub-Adviser for the International Equity Fund. Boston International commenced operations in 1986 and specializes in the management of international equity portfolios. Boston International manages twenty international portfolios, including five group trust funds, for pensions and endowment plans throughout the world. Messrs. Lyle H. Davis, Norman H. Meltz and David A. Umstead, the principal executive officers of Boston International, each owns more than 25% of the outstanding voting securities of Boston International. As of June 30, 1994, Boston International managed a total of $ billion in assets under management. In addition, as of June 30, 1994, Boston International served as investment adviser or sub-adviser to one other investment company with total assets of $146.4 million. Maureen Ghublikian has been a Managing Director of the Sub-Adviser since the firm's inception in 1986. In 1986, she was promoted to Vice President. Ms. Ghublikian has managed the Fund since its inception in September 1994. David A. Umstead has been a founder and Managing Director of the Sub-Adviser since the firm's inception in 1986. Mr. Umstead has managed the Fund since its inception in September 1994. DISTRIBUTION OF INVESTMENT SHARES FSC, a subsidiary of Federated Investors, is the principal distributor for the Funds. It is a Pennsylvania corporation organized on November 14, 1969, and is the principal distributor for a number of investment companies. Each Investment Shares class of a Fund has adopted a separate plan for distribution of Shares permitted by Rule 12b-1 under the Investment Company Act of 1940 (the "Plans"), whereby each Fund has authorized a daily expense ("Rule 12b-1 fee") at an annual rate of 0.75% of the average daily net asset value of the Fund to finance the sale of Shares. It is currently intended that annual Rule 12b-1 fees will be limited for the foreseeable future to payments to the distributor equal to 0.25% for Class B Shares of the Funds and 0.75% for Class C Shares and Class D Shares of a Fund's average daily net asset value. The distributor may pay all or a portion of the Rule 12b-1 fee to compensate selected brokers and financial institutions for selling Shares or for administrative services rendered in connection with the Shares. The Funds make no payments in connection with the sale of Shares other than the Rule 12b-1 fees paid to its distributor. The distributor, however, may pay a sales commission to brokers (including FUBS) in connection with the sale of Class C Shares and Class D Shares. Except as set forth in the next paragraph, the Funds do not pay for unreimbursed expenses of the distributor. Since the Funds' Plans are "compensation" type plans, however, future Rule 12b-1 fees may permit recovery of such amounts or may result in a profit to the distributor. The distributor may sell, assign or pledge its right to receive Rule 12b-1 fees and CDSCs to finance payments made to brokers (including FUBS) in connection with the sale of Class C Shares and Class D Shares. First Union Corporation currently serves as principal lender in this financing program. Actual distribution expenses for Class C Shares and Class D Shares at any given time may exceed the Rule 12b-1 fees and payments received pursuant to CDSCs. These unrecovered amounts, plus interest thereon, will be carried forward and paid from future Rule 12b-1 fees and payments received through CDSCs. If a Plan were terminated or not continued, the Funds would not be contractually obligated to pay for any expenses not previously reimbursed by the Funds or recovered through CDSCs. FSC, from time to time, may pay brokers additional sums of cash or promotional incentives based upon the amount of Shares sold. Such payments, if made, will be in addition to amounts paid under the Plans and will not be an expense of the Funds. FUND ADMINISTRATION Federated Administrative Services ("FAS"), a subsidiary of Federated Investors, provides the Funds with administrative personnel and services necessary to operate the Funds, such as legal and accounting services, for a specified fee which is detailed below. State Street Bank and Trust Company ("State Street Bank"), Boston, Massachusetts, serves as custodian for the securities and cash of the Funds. Federated Services Company, a subsidiary of Federated Investors, serves as transfer agent and provides dividend disbursement and other shareholder services for the Funds. First Union Brokerage Services, Charlotte, North Carolina, is the shareholder servicing agent for Class C Shares and Class D Shares of the Funds. As such, FUBS provides shareholder services which include, but are not limited to, distributing prospectuses and other information, providing shareholder assistance, and communicating or facilitating purchases and redemptions of shares. The Funds may pay FUBS a fee equal to 0.25 of 1% of the average daily net asset value of Class C Shares and Class D Shares for which FUBS provides shareholder services. FUBS may voluntarily choose to waive all or a portion of its fee at any time. Legal counsel to those Trustees who are not "interested persons" of the Trust, as defined in the Investment Company Act of 1940, is provided by Sullivan & Worcester, Washington, D.C., and legal counsel to the Trust is provided by Houston, Houston & Donnelly, Pittsburgh, Pennsylvania. The independent auditors for the Trust are KPMG Peat Marwick, Pittsburgh, Pennsylvania. FEES AND EXPENSES - ------------------------- ------------------------- - ------------------------- ------------------------- Each Fund pays annual advisory and administrative fees and certain expenses. ADVISORY, SUB-ADVISORY, AND ADMINISTRATIVE FEES For managing their investment and business affairs, the Funds pay an annual fee to First Union. The Adviser may voluntarily choose to waive a portion of its fee or reimburse the Funds for certain operating expenses. The Adviser receives an annual investment advisory fee with respect to the Emerging Markets Growth Fund and the International Equity Fund, respectively: Emerging Markets Growth Fund
Average Aggregate Advisory Fee Daily Net Assets ------------ ----------------------------------- 1.50% on the first $100 million 1.45% on the next $100 million 1.40% on the next $100 million 1.35% on assets in excess of $300 million
International Equity Fund
Average Aggregate Advisory Fee Daily Net Assets ------------ ----------------------------------- .82% on the first $20 million .79% on the next $30 million .76% on the next $50 million .73% on assets in excess of $100 million
The fees paid by the Emerging Markets Growth Fund and the International Equity Fund are higher than the advisory fees paid by other mutual funds in general; however, the fees paid by the International Equity Fund are comparable to fees paid by many mutual funds with similar objectives and policies. For its services under the Sub-Advisory Contract, each Sub-Adviser receives a monthly fee calculated on an annual basis, payable by the Adviser, for its services and expenses incurred with respect to the Emerging Markets Growth Fund and the International Equity Fund, respectively: Emerging Markets Growth Fund--Marvin & Palmer
Average Aggregate Sub-Advisory Fee Daily Net Assets ---------------- ----------------------------------- 1.00% on the first $100 million .95% on the next $100 million .90% on the next $100 million .85% on assets in excess of $300 million
International Equity Fund--Boston International
Average Aggregate Sub-Advisory Fee Daily Net Assets ---------------- ----------------------------------- .32% on the first $20 million .29% on the next $30 million .26% on the next $50 million .23% on assets in excess of $100 million
The Trust also pays a fee for administrative services. FAS provides these at an annual rate as specified below:
Maximum Average Aggregate Daily Net Administrative Fee Assets of the Trust ------------------- ----------------------------------- .150 of 1% on the first $250 million .125 of 1% on the next $250 million .100 of 1% on the next $250 million .075 of 1% on assets in excess of $750 million
Unless waived, the administrative fee received during any fiscal year shall aggregate at least $50,000 per First Union Fund. EXPENSES OF THE FUNDS AND INVESTMENT SHARES Holders of Shares pay their allocable portion of Trust and respective Fund expenses. The Trust expenses for which holders of Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; the cost of registering the Trust; Trustees' fees; auditors' fees; the cost of meetings of Trustees; legal fees of the Trust; association membership dues and such non-recurring and extraordinary items as may arise. Fund expenses for which holders of Shares pay their allocable portion based on average daily net assets include, but are not limited to: registering the Fund and Shares of the Fund; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise. The Funds' expenses under the Rule 12b-1 Plans are incurred by the Class B Shares, Class C Shares and Class D Shares. In addition, the Funds' expenses under the Shareholder Services Plan are incurred by the Class C Shares and Class D Shares. The Trustees reserve the right to allocate certain expenses to holders of Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: Rule 12b-1 fees; shareholder services fees; transfer agent fees; printing and postage expenses; registration fees; and administrative, legal and Trustees' fees. Presently, all Fund expenses, other than Rule 12b-1 fees and shareholder services fees, are allocated based upon the average daily net assets of each class of a Fund. - ------------------------- SHAREHOLDER ------------------------- - ------------------------- RIGHTS AND ------------------------- PRIVILEGES VOTING RIGHTS Each share of a Fund is entitled to one vote in Trustee elections and other voting matters submitted to shareholders. All shares of all classes of each First Union Fund in the Trust have equal voting rights, except that in matters affecting only a particular First Union Fund or class, only shares of that First Union Fund or class are entitled to vote. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by a two-thirds vote of the number of Trustees prior to such removal or by a two-thirds vote of the shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares of all series entitled to vote. MASSACHUSETTS PARTNERSHIP LAW Under certain circumstances, shareholders may be held personally liable under Massachusetts law for acts or obligations of the Trust. To protect shareholders, the Trust has filed legal documents with Massachusetts that expressly disclaim the liability of shareholders for such acts or obligations of the Trust. These documents require notice of this disclaimer to be given in each agreement, obligation, or instrument the Trust or its Trustees enter into or sign. 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 the property of the Trust 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 cannot meet its obligations to indemnify shareholders and pay judgments against them from its assets. EFFECT OF BANKING LAWS The Glass-Steagall Act and other banking laws and regulations presently prohibit banks or non-bank affiliates of member banks of the Federal Reserve System from sponsoring, organizing, controlling, or distributing the shares of a registered, open-end investment company continuously engaged in the issuance of its shares. Further, they prohibit banks from issuing, underwriting, or distributing securities in general. Such laws and regulations do not prohibit such a holding company or affiliate from acting as investment adviser, transfer agent, or custodian to such an investment company or from purchasing shares of such a company as agent for and upon the order of their customer. The Adviser, First Union, is subject to and in compliance with such banking laws and regulations. Sullivan & Cromwell has advised First Union that First Union may perform the services for the Funds set forth in the investment advisory agreement, this prospectus, and the Statement of Additional Information without violation of the Glass-Steagall Act or other applicable federal banking laws or regulations. Such counsel has pointed out, however, that changes in federal statutes and regulations relating to the permissible activities of banks, as well as further judicial or administrative decisions or interpretations of such statutes and regulations, could prevent First Union from continuing to perform such services for the Funds or from continuing to purchase Shares for the accounts of its customers. If First Union were prohibited from acting as investment adviser to the Funds, it is expected that the Trustees would recommend to the Funds' shareholders that they approve a new investment adviser selected by the Trustees. It is not expected that the Funds' shareholders would suffer any adverse financial consequences (if another adviser with equivalent abilities to First Union is found) as a result of any of these occurrences. - ------------------------ DISTRIBUTIONS ------------------------ - ------------------------ AND TAXES ------------------------ Each Fund pays out as dividends substantially all of its net investment income (dividends and interest on its investments) and net realized short-term gains. DIVIDENDS Dividends are declared and paid quarterly for both Funds. Dividends are declared just prior to determining net asset value. Any distributions will be automatically reinvested in additional Shares on payment dates at the ex- dividend date net asset value without a sales charge unless a shareholder otherwise instructs the Fund or FUBS in writing. CAPITAL GAINS Any net long-term capital gains realized by the Funds will be distributed at least once every 12 months. - ------------------------ TAX INFORMATION ------------------------ - ------------------------ ------------------------ Income dividends and capital gains distributions are taxable as described below. FEDERAL INCOME TAX The Funds pay no federal income tax if they meet the requirements of the Internal Revenue Code, as amended (the "Code") applicable to regulated investment companies and will receive the special tax treatment afforded to such companies. However, the Funds may invest in the stock of certain foreign corporations which would constitute a Passive Foreign Investment Company ("PFIC"). Federal income taxes may be imposed on a Fund upon disposition of PFIC investments. Each First Union Fund is treated as a single, separate entity for federal income tax purposes so that income (including capital gains) and losses realized by one First Union Fund will not be combined for tax purposes with those realized by other First Union Funds. Investment income received by the Funds from sources within foreign countries may be subject to foreign taxes withheld at the source. The United States has entered into tax treaties with many foreign countries that entitle the Funds to reduced tax rates or exemptions on this income. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries will vary. However, the Funds intend to operate so as to qualify for treaty-reduced tax rates, where applicable. Unless otherwise exempt, shareholders are required to pay federal income tax on any dividends and other distributions, whether in shares or cash, for all the Funds. Detailed information concerning the status of dividend and capital gains distributions for federal income tax purposes is mailed to shareholders annually. Distributions representing net long-term capital gains realized by a Fund, if any, will be taxable as long-term capital gains regardless of the length of time shareholders have held their Shares. If more than 50% of the value of a Fund's assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund intends to qualify for certain Code stipulations that would allow shareholders to claim a foreign tax credit or deduction on their U.S. income tax returns. The Code may limit a shareholder's ability to claim a foreign tax credit. Furthermore, shareholders who elect to deduct their portion of a Fund's foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns. Shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local tax laws. - ------------------------ OTHER CLASSES ------------------------ - ------------------------ OF SHARES ------------------------ First Union International Funds offer four classes of shares: Class B Shares, Class C Shares and Class D Shares for individuals and other customers of First Union and Trust Shares for institutional investors. Trust Shares are sold to accounts for which First Union or other financial institutions act in a fiduciary or agency capacity at net asset value without a sales charge at a minimum investment of $1,000. Trust Shares are not sold pursuant to a Rule 12b-1 plan. The stated advisory fee is the same for all classes of the Funds. Financial institutions and brokers providing sales and/or administrative services may receive different compensation with respect to one class of shares than with respect to another class of shares of the same Fund. The amount of dividends payable to Class B Shares, Class C Shares and Class D Shares will be less than those payable to Trust Shares by the difference between class expenses and distribution and shareholder services expenses borne by the shares of each respective class. - ------------------------- ADDRESSES ------------------------- - ------------------------- ------------------------- - -------------------------------------------------------------------------------- First Union Funds Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Investment Adviser First Union National Bank of North Carolina One First Union Center 301 S. College Street Charlotte, North Carolina 28288 - -------------------------------------------------------------------------------- Sub-Adviser to Emerging Markets Fund Marvin & Palmer Associates, Inc. One Commerce Center Suite 1100 Wilmington, Delaware 19801 - -------------------------------------------------------------------------------- Sub-Adviser to International Equity Fund Boston International Advisors, Inc. 75 State Street Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- Custodian State Street Bank and Trust Company P.O. Box 8609 Boston, Massachusetts 02266-8609 - -------------------------------------------------------------------------------- Transfer Agent and Dividend Disbursing Agent Federated Services Company Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 - -------------------------------------------------------------------------------- Legal Counsel to the Independent Trustees Sullivan & Worcester 1025 Connecticut Ave., N.W. Washington, D.C. 20036 - -------------------------------------------------------------------------------- Legal Counsel to the Trust Houston, Houston & Donnelly 2510 Centre City Tower Pittsburgh, Pennsylvania 15222 - -------------------------------------------------------------------------------- Independent Auditors KPMG Peat Marwick One Mellon Bank Center Pittsburgh, Pennsylvania 15219 - -------------------------------------------------------------------------------- FIRST UNION EMERGING MARKETS GROWTH PORTFOLIO FIRST UNION INTERNATIONAL EQUITY PORTFOLIO PORTFOLIOS OF FIRST UNION FUNDS TRUST SHARES CLASS B INVESTMENT SHARES CLASS C INVESTMENT SHARES CLASS D INVESTMENT SHARES COMBINED STATEMENT OF ADDITIONAL INFORMATION This Combined Statement of Additional Information should be read with the respective prospectus of Trust Shares, Class B Investment Shares, Class C Investment Shares, or Class D Investment Shares for First Union International Funds, dated September , 1994. This Statement is not a prospectus itself. To receive a copy of the Trust Shares' prospectus, write First Union National Bank of North Carolina, Capital Management Group, 1200 Two First Union Center, Charlotte, North Carolina 28288-1156 or call 1-800-326-2584. To receive a copy of the combined Class B Investment Shares', Class C Investment Shares', and Class D Investment Shares' prospectus, write First Union Brokerage Services, Inc., One First Union Center, 301 S. College Street, Charlotte, North Carolina 28288-1173 or call 1-800-326-3241. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Statement dated September , 1994 LOGO FEDERATED SECURITIES CORP. --------------------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS TABLE OF CONTENTS - -------------------------------------------------------------------------------- GENERAL INFORMATION ABOUT THE FUNDS 1 - ----------------------------------------------------------------- INVESTMENT OBJECTIVE AND POLICIES 1 - ----------------------------------------------------------------- Types of Investments 1 Strategic Investments 2 Foreign Currency Transactions 2 Emerging Markets 4 Restricted Securities 4 When-Issued and Delayed Delivery Transactions 5 Lending of Portfolio Securities 5 Repurchase Agreements 5 Reverse Repurchase Agreements 5 Portfolio Turnover 5 Investment Limitations 6 TRUST MANAGEMENT 8 - ----------------------------------------------------------------- Officers and Trustees 8 Fund Ownership 9 Trustee Liability 9 INVESTMENT ADVISORY SERVICES 9 - ----------------------------------------------------------------- Adviser to the Funds 9 Sub-Advisers 9 Advisory Fees 9 Sub-Advisory Fees 9 BROKERAGE TRANSACTIONS 10 - ----------------------------------------------------------------- ADMINISTRATIVE SERVICES 10 - ----------------------------------------------------------------- PURCHASING SHARES 10 - ----------------------------------------------------------------- Distribution Plans (Class B, Class C and Class D Investment Shares) 11 DETERMINING NET ASSET VALUE 12 - ----------------------------------------------------------------- Determining Market Value of Securities 12 Trading in Foreign Securities 12 REDEEMING SHARES 12 - ----------------------------------------------------------------- Redemption in Kind 13 TAX STATUS 13 - --------------------------------------------------------------- The Fund's Tax Status 13 Foreign Taxes 13 Shareholders' Tax Status 13 TOTAL RETURN 13 - ----------------------------------------------------------------- YIELD 13 - ----------------------------------------------------------------- PERFORMANCE COMPARISONS 14 - ----------------------------------------------------------------- APPENDIX 15 - ----------------------------------------------------------------- I GENERAL INFORMATION ABOUT THE FUNDS - -------------------------------------------------------------------------------- First Union Emerging Markets Growth Portfolio ("Emerging Markets Growth Fund") and First Union International Equity Portfolio ("International Equity Fund") (collectively, the "Funds") are portfolios of First Union Funds (the "Trust"). The Trust was established as a Massachusetts business trust under a Declaration of Trust dated August 30, 1984. On January 4, 1993, the name of the Trust was changed from "The Salem Funds" to "First Union Funds." Shares of the Funds are offered in four classes: Trust Shares, Class B Investment Shares, Class C Investment Shares, and Class D Investment Shares (individually and collectively referred to as "Shares"). This Combined Statement of Additional Information relates to the above-mentioned Shares of the Funds. INVESTMENT OBJECTIVE AND POLICIES - -------------------------------------------------------------------------------- The combined prospectuses for the Funds discusses each Fund's investment objective and the policies that each Fund employs to achieve its objective. The following discussion supplements the description of each Fund's investment policies in the combined prospectuses. The investment objective of each Fund cannot be changed without approval of shareholders. TYPES OF INVESTMENTS CONVERTIBLE SECURITIES Each Fund may invest in convertible securities. Convertible securities include fixed-income securities that may be exchanged or converted into a predetermined number of shares of the issuer's underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of "usable" bonds and warrants or a combination of the features of several of these securities. The investment characteristics of each convertible security vary widely, which allow convertible securities to be employed for a variety of investment strategies. Each Fund will exchange or convert convertible securities into shares of underlying common stock when, in the opinion of First Union National Bank, the Funds' investment adviser, or Marvin & Palmer Associates, Inc., the sub-adviser to the Emerging Markets Growth Fund or Boston International Advisors, Inc., the sub-adviser to the International Equity Fund ("Sub-Adviser") (collectively referred to as "Adviser"), the investment characteristics of the underlying common shares will assist a Fund in achieving its investment objective. A Fund may also elect to hold or trade convertible securities. In selecting convertible securities, the Adviser evaluates the investment characteristics of the convertible security as a fixed-income instrument, and the investment potential of the underlying equity security for capital appreciation. In evaluating these matters with respect to a particular convertible security, the Adviser considers numerous factors, including the economic and political outlook, the value of the security relative to other investment alternatives, trends in the determinants of the issuer's profits, and the issuer's management capability and practices. WARRANTS Each Fund may invest in warrants. Warrants are options to purchase common stock at a specific price (usually at a premium above the market value of the optioned common stock at issuance) valid for a specific period of time. Warrants may have a life ranging from less than one year to twenty years, or they may be perpetual. However, most warrants have expiration dates after which they are worthless. In addition, a warrant is worthless if the market price of the common stock does not exceed the warrant's exercise price during the life of the warrant. Warrants have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. The percentage increase or decrease in the market price of the warrant may tend to be greater than the percentage increase or decrease in the market price of the optioned common stock. Each Fund will not invest more than 5% of the value of its total assets in warrants. No more than 2% of this 5% may be warrants which are not listed on the New York or American Stock Exchanges. Warrants acquired in units or attached to other securities may be deemed to be without value for purposes of this policy. SOVEREIGN DEBT OBLIGATIONS Each Fund may purchase sovereign debt instruments issued or guaranteed by foreign governments or their agencies, including debt of Latin American nations or other developing countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or loan participations. Sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and interest when due, and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and interest may depend on political as well as economic factors. SECURITIES OF SMALL CAPITALIZATION COMPANIES Smaller capitalization companies may have limited product lines, markets, or financial resources. These conditions may make them more susceptible to setbacks and reversals. Therefore, their securities may have limited marketability and may be subject to more abrupt or erratic market movements than securities of larger companies. CLOSED-END INVESTMENT COMPANIES Each Fund may purchase the equity securities of closed-end investment companies to facilitate investment in certain countries. Equity securities of closed-end investment companies generally trade at a discount to their net asset value. STRATEGIC INVESTMENTS FOREIGN CURRENCY TRANSACTIONS CURRENCY RISKS The exchange rates between the U.S. dollar and foreign currencies are a function of such factors as supply and demand in the currency exchange markets, international balances of payments, governmental intervention, speculation and other economic and political conditions. Although a Fund values its assets daily in U.S. dollars, the Fund may not convert its holdings of foreign currencies to U.S. dollars daily. A Fund may incur conversion costs when it converts its holdings to another currency. Foreign exchange dealers may realize a profit on the difference between the price at which the Fund buys and sells currencies. Each Fund will engage in foreign currency exchange transactions in connection with its portfolio investments. A Fund will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through forward contracts to purchase or sell foreign currencies. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS Each Fund may enter into forward foreign currency exchange contracts in order to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and a foreign currency involved in an underlying transaction. However, forward foreign currency exchange contracts may limit potential gains which could result from a positive change in such currency relationships. The Adviser believes that it is important to have the flexibility to enter into forward foreign currency exchange contracts whenever it determines that it is in a Fund's best interest to do so. A Fund will not speculate in foreign currency exchange. A Fund will not enter into forward foreign currency exchange contracts or maintain a net exposure in such contracts when it would be obligated to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated in that currency or, in the case of a "cross-hedge" denominated in a currency or currencies that the Adviser believes will tend to be closely correlated with that currency with regard to price movements. Generally, a Fund will not enter into a forward foreign currency exchange contract with a term longer than one year. FOREIGN CURRENCY OPTIONS A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price on a specified date or during the option period. The owner of a call option has the right, but not the obligation, to buy the currency. Conversely, the owner of a put option has the right, but not the obligation, to sell the currency. When the option is exercised, the seller (i.e., writer) of the option is obligated to fulfill the terms of the sold option. However, either the seller or the buyer may, in the secondary market, close its position during the option period at any time prior to expiration. A call option on a foreign currency generally rises in value if the underlying currency appreciates in value, and a put option on a foreign currency generally falls in value if the underlying currency depreciates in value. Although purchasing a foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, the option will not limit the movement in the value of such currency. For example, if a Fund was holding securities denominated in a foreign currency that was appreciating and had purchased a foreign currency put to hedge against a decline in the value of the currency, the Fund would not have to exercise its put option. Likewise, if a Fund were to enter into a contract to purchase a security denominated in foreign currency and, in conjunction with that purchase, were to purchase a foreign currency call option to hedge against a rise in value of the currency, and if the value of the currency instead depreciated between the date of purchase and the settlement date, the Fund would not have to exercise its call. Instead, the Fund could acquire in the spot market the amount of foreign currency needed for settlement. SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS Buyers and sellers of foreign currency options are subject to the same risks that apply to options generally. In addition, there are certain additional risks associated with foreign currency options. The markets in foreign currency options are relatively new, and the Funds' ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Although the Funds will not purchase or write such options unless and until, in the opinion of the Adviser, the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying currency, there can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally. The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots. There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (i.e., less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. option markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options markets until they reopen. FOREIGN CURRENCY FUTURES TRANSACTIONS By using foreign currency futures contracts and options on such contracts, a Fund may be able to achieve many of the same objectives as it would through the use of forward foreign currency exchange contracts. The Funds may be able to achieve these objectives possibly more effectively and at a lower cost by using futures transactions instead of forward foreign currency exchange contracts. SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS Buyers and sellers of foreign currency futures contracts are subject to the same risks that apply to the use of futures generally. In addition, there are risks associated with foreign currency futures contracts and their use as a hedging device similar to those associated with options on futures currencies, as described above. Options on foreign currency futures contracts may involve certain additional risks. Trading options on foreign currency futures contracts is relatively new. The ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, the Funds will not purchase or write options on foreign currency futures contracts unless and until, in the opinion of the Adviser, the market for such options has developed sufficiently that the risks in connection with such options are not greater than the risks in connection with transactions in the underlying foreign currency futures contracts. Compared to the purchase or sale of foreign currency futures contracts, the purchase of call or put options on futures contracts involves less potential risk to the Funds because the maximum amount at risk is the premium paid for the option (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss, such as when there is no movement in the price of the underlying currency or futures contract. "MARGIN" IN FUTURES TRANSACTIONS Unlike the purchase or sale of a security, the Funds do not pay or receive money upon the purchase or sale of a futures contract. Rather, a Fund is required to deposit an amount of "initial margin" in cash or U.S. Treasury bills with the custodian (or the broker, if legally permitted). The nature of initial margin in futures transactions is different from that of margin in securities transactions, in that futures contracts' initial margin does not involve a borrowing by a Fund to finance the transactions. Initial margin is in the nature of a performance bond or good faith deposit on the contract which is returned to a Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Funds pay or receive cash, called "variation margin," equal to the daily change in value of the futures contract. This process is known as "marking to market." Variation margin does not represent a borrowing or loan by a Fund but is instead settlement between the Fund and the broker of an amount one would owe the other if the futures contract expired. In computing its daily net asset value, the Funds will mark to market their open futures positions. EMERGING MARKETS The economies of individual emerging countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of developing countries generally are heavily dependent on international trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade. Prior governmental approval for foreign investments may be required under certain circumstances in some emerging countries, and the extent of foreign investment in certain debt securities and domestic companies may be subject to limitation in other emerging countries. Foreign ownership limitations also may be imposed by the charters of individual companies in emerging countries to prevent, among other concerns, violation of foreign investment limitations. Repatriation of investment income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental registration or approval for such repatriation. Any investment subject to such repatriation controls will be considered illiquid if it appears reasonably likely that this process will take more than seven days. With respect to any emerging country, there is the possibility of nationalization, expropriation or confiscatory taxation, political changes, governmental regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or the value of the Funds' investments in those countries. In addition, it may be difficult to obtain and enforce a judgment in a court outside of the U.S. RESTRICTED SECURITIES The ability of the Board of Trustees (the "Trustees") to determine the liquidity of certain restricted securities is permitted under a Securities and Exchange Commission ("SEC") Staff position set forth in the adopting release for Rule 144A under the Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. The Rule provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. The Rule was expected to further enhance the liquidity of the secondary market for securities eligible for resale under the Rule. The Funds believe that the Staff of the SEC has left the question of determining the liquidity of all restricted securities to the Trustees. The Trustees consider the following criteria in determining the liquidity of certain restricted securities: . the frequency of trades and quotes for the security; . the number of dealers willing to purchase or sell the security and the number of other potential buyers; . dealer undertakings to make a market in the security; and . the nature of the security and the nature of marketplace trades. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS The Funds engage in when-issued and delayed delivery transactions only for the purpose of acquiring portfolio securities consistent with a Fund's investment objective and policies, not for investment leverage. These transactions are made to secure what is considered to be an advantageous price or yield for the Funds. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. No fees or other expenses, other than normal transaction costs, are incurred. However, liquid assets of a Fund sufficient to make payment for the securities to be purchased are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. Each Fund may engage in these transactions to an extent that would cause the segregation of an amount up to 20% of the total value of its assets. LENDING OF PORTFOLIO SECURITIES The collateral received when a Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. During the time portfolio securities are on loan, the borrower pays the Funds any dividends or interest paid on such securities. Loans are subject to termination at the option of a Fund or the borrower. The Funds may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Funds do not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. REPURCHASE AGREEMENTS The Funds or their custodian will take possession of the securities subject to repurchase agreements, and these securities will be marked to market daily. To the extent that the original seller does not repurchase the securities from the Funds, the Funds could receive less than the repurchase price on any sale of such securities. In the event that such a defaulting seller filed for bankruptcy or became insolvent, disposition of such securities by the Funds might be delayed pending court action. The Funds believe that under the regular procedures normally in effect for custody of a Fund's portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Fund and allow retention or disposition of such securities. The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Adviser to be creditworthy pursuant to guidelines established by the Trustees. REVERSE REPURCHASE AGREEMENTS The Funds may also enter into reverse repurchase agreements. These transactions are similar to borrowing cash. In a reverse repurchase agreement, the Funds transfer possession of a portfolio instrument to another person, such as a financial institution, broker, or dealer, in return for a percentage of the instrument's market value in cash, and agree that on a stipulated date in the future the Funds will repurchase the portfolio instrument by remitting the original consideration plus interest at an agreed upon rate. The use of reverse repurchase agreements may enable the Funds to avoid selling portfolio instruments at a time when a sale may be deemed to be disadvantageous, but the ability to enter into reverse repurchase agreements does not ensure that the Funds will be able to avoid selling portfolio instruments at a disadvantageous time. When effecting reverse repurchase agreements, liquid assets of a Fund, in a dollar amount sufficient to make payment for the obligations to be repurchased, are segregated at the trade date. These securities are marked to market daily and maintained until the transaction is settled. PORTFOLIO TURNOVER The Funds will not attempt to set or meet a portfolio turnover rate since any turnover would be incidental to transactions undertaken in an attempt to achieve the Funds' investment objectives. It is not anticipated that the portfolio trading engaged in by the Emerging Markets Growth Fund and the International Equity Fund will result in its annual rate of turnover exceeding % and %, respectively. INVESTMENT LIMITATIONS DIVERSIFICATION OF INVESTMENTS With respect to 75% of the value of its assets, each Fund will not purchase the securities of any issuer (other than cash, cash items, or securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities and repurchase agreements collateralized by such securities) if, as a result, more than 5% of the value of its total assets would be invested in the securities of that issuer, or if it would own more than 10% of the outstanding voting securities of any one issuer. ISSUING SENIOR SECURITIES AND BORROWING MONEY Each Fund will not issue senior securities, except that a Fund may borrow money directly or through reverse repurchase agreements in amounts up to one-third of the value of its total assets, including the amount borrowed and except to the extent that a Fund may enter into futures contracts. A Fund will not borrow money or engage in reverse repurchase agreements 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. A Fund will not purchase any securities while borrowings in excess of 5% of its total assets are outstanding. SELLING SHORT AND BUYING ON MARGIN Each 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 the clearance of purchases and sales of securities. A deposit or payment by a Fund of initial or variation margin in connection with financial futures contacts or related options transactions is not considered the purchase of a security on margin. UNDERWRITING Each 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. CONCENTRATION OF INVESTMENTS Each Fund will not invest 25% or more of the value of its total assets in any one industry, except that it may invest more than 25% of its total assets in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. INVESTING IN REAL ESTATE Each Fund will not purchase or sell real estate, including limited partnership interests in real estate, although it may invest in securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or interests in real estate. INVESTING IN COMMODITIES Each Fund will not invest in commodities, except that each Fund reserves the right to engage in transactions involving futures contracts options, and forward contracts with respect to securities, securities indexes or currencies. PLEDGING ASSETS Each Fund will not mortgage, pledge, or hypothecate any assets, except to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the borrowing. For purposes of this limitation, the following are not deemed to be pledges: margin deposits for the purchase and sale of financial futures contracts and related options; and segregation or collateral arrangements made in connection with options activities or the purchase of securities on a when-issued basis. LENDING CASH OR SECURITIES Each Fund will not lend any of its assets, except portfolio securities up to one-third of the value of its total assets. This shall not prevent the Fund from purchasing or holding corporate or government bonds, debentures, notes, certificates of indebtedness or other debt securities of an issuer, repurchase agreements, or other transactions which are permitted by a Fund's investment objective and policies or the Trust's Declaration of Trust. The above investment limitations cannot be changed without shareholder approval. The following limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material changes in these limitations become effective. INVESTING IN RESTRICTED SECURITIES Each Fund will not invest more than 5% of its total assets in securities subject to restrictions on resale under the Securities Act of 1933, except for restricted securities which meet the criteria for liquidity as established by the Trustees. INVESTING IN ILLIQUID SECURITIES Each Fund will not invest more than 15% of its net assets in illiquid securities, including repurchase agreements providing for settlement more than seven days after notice, non-negotiable time deposits, and certain restricted securities not determined by the Trustees to be liquid. INVESTING IN NEW ISSUERS Each Fund will not invest more than 5% of its total assets in securities of issuers which have records of less than three years of continuous operations, including their predecessors. INVESTING IN WARRANTS Each Fund will not invest more than 5% of its net assets in warrants, including those acquired in units or attached to other securities. To comply with certain state restrictions, a Fund will limit its investment in such warrants not listed on the New York or American Stock Exchanges to 2% of its net assets. (If state restrictions change, this latter restriction may be revised without notice to shareholders.) For purposes of this investment restriction, warrants will be valued at the lower of cost or market, except that warrants acquired by a Fund in units with or attached to securities may be deemed to be without value. INVESTING IN OPTIONS Each Fund may write covered call options and secured put options on up to 25% of its net assets and may purchase put and call options provided that no more than 5% of the fair market value of its net assets may be invested in premiums on such options. INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES Each Fund will limit its investment in other investment companies to no more than 3% of the total outstanding voting stock of any investment company, will invest no more than 5% of its total assets in any one investment company, and will invest no more than 10% of its total assets in investment companies in general. A Fund will purchase securities of closed-end investment companies only in open-market transactions involving customary broker's commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, or acquisition of assets. It should be noted that investment companies incur certain expenses such as management fees, and, therefore, any investment by a Fund in shares of another investment company would be subject to such duplicate expenses. INVESTING IN MINERALS Each Fund will not purchase interests in oil, gas, or other mineral exploration or development programs, or leases, although it may purchase the securities of issuers which invest in or sponsor such programs. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE TRUST Each Fund will not purchase or retain the securities of any issuer if the officers and Trustees of the Trust, its investment adviser, or a sub-adviser, owning individually more than 1/2 of 1% of the issuer's securities, together own more than 5% of the issuer's securities. Except with respect to borrowing money, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such restriction. To comply with registration requirements in certain states, each Fund will limit the margin deposits on futures contracts entered into by a Fund to 5% of its net assets. (If state requirements change, these restrictions may be revised without shareholder notification.) Each Fund has no present intention to borrow money in excess of 5% of the value of its net assets during the coming fiscal year. For purposes of its policies and limitations, the Funds consider certificates of deposit and demand and time deposits issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be "cash items." TRUST MANAGEMENT - -------------------------------------------------------------------------------- OFFICERS AND TRUSTEES Officers and Trustees of the Trust are listed with their address, principal occupations, and present positions, including any affiliation with First Union National Bank of North Carolina ("First Union"), Boston International Advisors, Inc. ("Boston International"), Marvin & Palmer Associates, Inc. ("Marvin & Palmer"),Federated Investors, Federated Securities Corp., Federated Services Company, or Federated Administrative Services.
POSITIONS WITH PRINCIPAL OCCUPATIONS NAME THE TRUST DURING PAST FIVE YEARS - ----------------------------------------------------------------------------------------------------------------------------------- James S. Howell Chairman of Retired Vice President of Lance Inc. (food manufacturing). the Board and Trustee - ----------------------------------------------------------------------------------------------------------------------------------- Gerald M. McDonnell Trustee Sales Representative with Nucor-Yamoto, Inc. (steel producer) (since 1988); formerly with Northwestern Steel & Wire Company (1986-1988). - ----------------------------------------------------------------------------------------------------------------------------------- Thomas L. McVerry Trustee Business and management adviser (since 1990); formerly, Vice President (1989-1990) and member of the Board of Directors (1988-1990), Rexham Industries, Inc. (diverse manufacturer); and Vice President, Finance and Resources, Rexham Corporation (1979-1990). - ----------------------------------------------------------------------------------------------------------------------------------- William Walt Pettit* Trustee Principal in the law firm Holcomb and Pettit, P.A. (since 1988); formerly with Clontz and Clontz (1980-1988). - ----------------------------------------------------------------------------------------------------------------------------------- Russell A. Salton, III, M.D. Trustee Chairman and Medical Director, and formerly, President (1990-1993), Primary PhysicianCare, Inc.; formerly, President, Metrolina Family Practice Group, P.A. (1982-1989). - ----------------------------------------------------------------------------------------------------------------------------------- Michael S. Scofield Trustee Attorney; formerly, Partner with Wardlow, Knox, Knox, Freeman & Scofield (attorneys) (1982-1986). - ----------------------------------------------------------------------------------------------------------------------------------- Edward C. Gonzales* President, Vice President, Treasurer, and Trustee, Federated Investors; Vice Treasurer, and President and Treasurer, Federated Advisers, Federated Management, and Trustee Federated Research; Executive Vice President, Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services Company; Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice President, Treasurer, and Trustee of certain investment companies advised or distributed by affiliates of Federated Investors. - ----------------------------------------------------------------------------------------------------------------------------------- Joseph S. Machi Vice President and Vice President, Federated Administrative Services; Director, Private Assistant Treasurer Label Management, Federated Investors; Vice President and Assistant Treasurer of certain investment companies for which Federated Securities Corp. is the principal distributor. - ----------------------------------------------------------------------------------------------------------------------------------- Peter J. Germain Secretary Corporate Counsel, Federated Investors. - -----------------------------------------------------------------------------------------------------------------------------------
*This Trustee is deemed to be an "interested person" of the Trust as defined in the Investment Company Act of 1940. The address of the officers and Trustees of the Trust is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. FUND OWNERSHIP Officers and Trustees own less than 1% of the Fund's outstanding Shares. TRUSTEE LIABILITY The Trust's Declaration of Trust provides that a Trustee shall be liable for his own wilful defaults, but shall not be liable for errors of judgment or mistakes of fact or law. If reasonable care has been exercised in the selection of officers, agents, employees, or investment advisers, a Trustee shall not be liable for any neglect or wrongdoing of any such person. However, a Trustee is not protected against any liability to which he would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. INVESTMENT ADVISORY SERVICES - -------------------------------------------------------------------------------- ADVISER TO THE FUNDS The Funds' investment adviser (the "Adviser") is First Union National Bank of North Carolina. It provides investment advisory services through its Capital Management Group. First Union is a subsidiary of First Union Corporation, a bank holding company headquartered in Charlotte, North Carolina. The Adviser shall not be liable to the Trust, the Funds or any shareholder of the Funds 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 wilful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. Because of the internal controls maintained by First Union to restrict the flow of non-public information, Fund investments are typically made without any knowledge of First Union's or its affiliates' lending relationships with an issuer. SUB-ADVISERS Marvin & Palmer and Boston International are the sub-advisers to the Emerging Markets Growth Fund and the International Equity Fund, respectively, under the terms of Sub-Advisory Agreements between First Union and the respective Sub-Adviser. ADVISORY FEES For their advisory services, the Adviser receives an annual investment advisory fee as described in the respective prospectus. SUB-ADVISORY FEES For their sub-advisory services, Marvin & Palmer and Boston International receive an annual sub-advisory fee as described in the respective prospectus. STATE EXPENSE LIMITATIONS The Adviser and Sub-Advisers have undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If a Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the Adviser and Sub-Adviser will reimburse the Funds for its expenses over the limitation. If the Funds' monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the Adviser and Sub-Adviser will be limited, in any single fiscal year, by the amount of their advisory fees. This arrangement is not part of the advisory contract or sub-advisory agreement and may be amended or rescinded in the future. BROKERAGE TRANSACTIONS - -------------------------------------------------------------------------------- When selecting brokers and dealers to handle the purchase and sale of portfolio instruments, the Adviser and Sub-Adviser look for prompt execution of the order at a favorable price. In working with dealers, the Adviser and Sub-Adviser will generally utilize 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 and Sub-Adviser may, from time to time, use brokers affiliated with the Trust, Federated Securities Corp., or their affiliates. The Adviser and Sub-Adviser make decisions on portfolio transactions and select brokers and dealers subject to review by the Trustees. The Adviser and Sub-Adviser may select brokers and dealers who offer brokerage and research services. These services may be furnished directly to the Funds or to the Adviser and Sub-Adviser and may include: . advice as to the advisability of investing in securities; . security analysis and reports; . economic studies; . industry studies; . receipt of quotations for portfolio evaluations; and . similar services. The Adviser and Sub-Adviser and their affiliates exercise reasonable business judgment in selecting brokers who offer brokerage and research services to execute securities transactions. They determine in good faith that commissions charged by such persons are reasonable in relationship to the value of the brokerage and research services provided. Research services provided by brokers and dealers may be used by the Adviser and Sub-Adviser in advising the Funds and other accounts. To the extent that receipt of these services may supplant services for which the Adviser and Sub-Adviser or its affiliates might otherwise have paid, it would tend to reduce their expenses. Although investment decisions for the Funds are made independently from those of the other accounts managed by the Adviser and Sub-Advisers, investments of the type the Funds may make may also be made by those other accounts. When the Funds and one or more other accounts managed by the Adviser and/or Sub-Advisers are prepared to invest in, or desire to dispose of, the same security, available investments or opportunities for sales will be allocated in a manner believed by the Adviser and Sub-Advisers to be equitable to each. In some cases, this procedure may adversely affect the price paid or received by the Funds or the size of the position obtained or disposed of by the Funds. In other cases, however, it is believed that coordination and the ability to participate in volume transactions will be to the benefit of the Funds. ADMINISTRATIVE SERVICES - -------------------------------------------------------------------------------- Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services to each Fund for a fee as described in the respective prospectus. PURCHASING SHARES - -------------------------------------------------------------------------------- Shares are sold at their net asset value, plus a sales charge, if applicable, on days the New York Stock Exchange and the Federal Reserve Wire System are open for business. The procedure for purchasing Shares is explained in the respective prospectus under "How to Buy Shares." REDUCING THE SALES CHARGE The sales charge can be reduced on the purchase of Class B Investment Shares through: . quantity discounts and accumulated purchases; . signing a 13-month letter of intent; . using the reinvestment privilege; or . concurrent purchases. QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES Larger purchases reduce the sales charge paid. A Fund will combine purchases of Shares made on the same day by the investor, his spouse, and his children under age 21 when it calculates the sales charge. If an additional purchase of Shares is made, a Fund will consider the previous purchases still invested in the Fund. For example, if a shareholder already owns Shares having a current value at the public offering price of $90,000, and then purchases $10,000 more at the current public offering price, the sales charge on the additional purchase according to the schedule now in effect would be 3.75%, not 4.75%. To receive the sales charge reduction, Federated Securities Corp. ("FSC") must be notified by the shareholder in writing at the time the purchase is made that Shares are already owned or that purchases are being combined. A Fund will reduce the sales charge after it confirms the purchases. LETTER OF INTENT If a shareholder intends to purchase at least $100,000 of Shares in a Fund over the next 13 months, the sales charge may be reduced by signing a letter of intent to that effect. This letter of intent includes a provision for a sales charge adjustment depending on the amount actually purchased within the 13-month period and a provision for the custodian to hold up to 4.75% of the total amount intended to be purchased in escrow (in Shares) until such purchase is completed. The amount held in escrow will be applied to the shareholder's account at the end of the 13-month period, unless the amount specified in the letter of intent is not purchased. In this event, an appropriate number of escrowed Shares may be redeemed in order to realize the difference in the sales charge. This letter of intent will not obligate the shareholder to purchase Shares, but if the shareholder does, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. This letter may be dated as of a prior date to include any purchases made within the past 90 days. REINVESTMENT PRIVILEGE If Shares in a Fund have been redeemed, the shareholder has a one-time right, within 30 days, to reinvest the redemption proceeds at the next-determined net asset value without any sales charge. FSC must be notified by the shareholder in writing or by his financial institution of the reinvestment in order to eliminate a sales charge. If the shareholder redeems his Shares in a Fund, there may be tax consequences. CONCURRENT PURCHASES For purposes of qualifying for a sales charge reduction, a shareholder has the privilege of combining concurrent purchases of two or more First Union Funds in the Trust, the purchase price of which includes a sales charge. For example, if a shareholder concurrently invested $30,000 in shares of one of the other First Union Funds with a sales charge, and $70,000 in Shares of another Fund, the sales charge would be reduced. To receive this sales charge reduction, FSC must be notified by the shareholder in writing or by his financial institution at the time the concurrent purchases are made. A Fund will reduce the sales charge after it confirms the purchases. DISTRIBUTION PLANS (CLASS B, CLASS C, AND CLASS D INVESTMENT SHARES) With respect to the Class B, Class C, and Class D Investment Shares classes of the Funds, the Trust has adopted distribution plans (the "Plans") pursuant to Rule 12b-1 which was promulgated by the SEC pursuant to the Investment Company Act of 1940. The Plans permit the payment of fees to brokers for distribution and administrative services and to administrators for administrative services as to Class B, Class C, and Class D Investment Shares. The Plans are designed to (i) stimulate brokers to provide distribution and administrative support services to the Funds and holders of Class B, Class C, and Class D Investment Shares and (ii) stimulate administrators to render administrative support services to the Funds and holders of Class B, Class C, and Class D Investment Shares. The administrative services are provided by a representative who has knowledge of the shareholder's particular circumstances and goals, and include, but are not limited to: providing office space, equipment, telephone facilities, and various personnel including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; processing purchase and redemption transactions and automatic investments of client account cash balances; answering routine client inquiries regarding Class B, Class C, and Class D Investment Shares; assisting clients in changing dividend options, account designations, and addresses; and providing such other services as the Funds reasonably request for their Class B, Class C, and Class D Investment Shares. By adopting the Plans, the Trustees expect that the Funds will be able to achieve a more predictable flow of cash for investment purposes and to meet redemptions. This will facilitate more efficient portfolio management and assist the Funds in seeking to achieve their investment objectives. By identifying potential investors whose needs are served by the Funds' objectives, and properly servicing these accounts, the Funds may be able to curb sharp fluctuations in rates of redemptions and sales. Other benefits which the Trust hopes to achieve through the Plans include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of shareholder assets by having them rapidly invested in the Funds, through an automatic transfer of funds from a demand deposit account to an investment account, with a minimum of delay and administrative detail; and (3) an efficient and reliable shareholder records system with prompt responses to shareholders' requests and inquiries concerning their accounts. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. Although state securities laws differ, administrators in some states may be required to register as brokers and dealers pursuant to state law. ADMINISTRATIVE ARRANGEMENTS FSC may also pay financial institutions a fee based upon the average net asset value of Shares of their customers for providing administrative services. This fee is in addition to the amounts paid under the Plans for administrative services, and if paid, will be reimbursed by the Adviser and not the Funds. DETERMINING NET ASSET VALUE - -------------------------------------------------------------------------------- Net asset value of Shares generally changes each day. The days on which the net asset values of Shares are calculated by the Funds are described in the respective prospectus. DETERMINING MARKET VALUE OF SECURITIES The market values of each Fund's portfolio securities, other than options, are determined as follows: . for equity securities, according to the last sale price in the market in which they are primarily traded, if available; . in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices; . for bonds and other fixed-income securities, as determined by an independent pricing service; . for short-term obligations, according to the prices as furnished by an independent pricing service, except that short-term obligations with maturities of less than 60 days may be valued at amortized cost; and . for all other securities, at fair value as determined in good faith by the Trustees. Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The Funds will value futures contracts and options at their market values established by the exchanges on which they are traded at the close of trading on such exchanges unless the Trustees determine in good faith that another method of valuing such investments is necessary. TRADING IN FOREIGN SECURITIES Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange. In computing the net asset values, the Funds value foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the closing of the New York Stock Exchange. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the New York Stock Exchange. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the New York Stock Exchange. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation may be done by others. REDEEMING SHARES - -------------------------------------------------------------------------------- The Funds redeem Shares at the next computed net asset value after the Fund receives the redemption request, plus a contingent deferred sales charge, if applicable. Redemptions will be made on days on which a Fund computes its net asset values. Redemption requests cannot be executed on days on which the New York Stock Exchange is closed or on federal holidays when wire transfers are restricted. Redemption procedures are explained in the respective prospectus under "How to Redeem Shares." REDEMPTION IN KIND The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act of 1940, under which a Fund is obligated to redeem Shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of the respective class' net asset value during any 90-day period. Any redemption beyond this amount will also be in cash unless the Trustees determine that payments should be in kind. In such a case, a Fund will pay all or a portion of the remainder of the redemption in portfolio instruments, valued in the same way as the Fund determines net asset value. The portfolio instruments will be selected in a manner that the Trustees deem fair and equitable. Redemption in kind is not as liquid as a cash redemption. If redemption is made in kind, shareholders receiving their securities and selling them before their maturity could receive less than the redemption value of their securities and could incur certain transaction costs. TAX STATUS - -------------------------------------------------------------------------------- THE FUND'S TAX STATUS The Funds will pay no federal income tax because it expects to meet the requirements of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to receive the special tax treatment afforded to such companies. To qualify for this treatment, the Funds must, among other requirements: . derive at least 90% of its gross income from dividends, interest, and gains from the sale of securities; . derive less than 30% of its gross income from the sale of securities held less than three months; . invest in securities within certain statutory limits; and . distribute to its shareholders at least 90% of its net income earned during the year. However, the Funds may invest in the stock of certain foreign corporations which would constitute a Passive Foreign Investment Company ("PFIC"). Federal income taxes may be imposed on the Funds upon disposition of PFIC investments. FOREIGN TAXES Investment income on certain foreign securities in which the Funds may invest may be subject to foreign withholding or other taxes that could reduce the return on these securities. Tax treaties between the United States and foreign countries, however, may reduce or eliminate the amount of foreign taxes to which the Funds would be subject. SHAREHOLDERS' TAX STATUS Shareholders are subject to federal income tax on dividends and capital gains received as cash or additional shares. The Funds' dividends, and any short-term capital gains, are taxable as ordinary income. CAPITAL GAINS Shareholders will pay federal income tax at capital gains rates on long-term capital gains distributed to them regardless of how long they have held the Shares. TOTAL RETURN - -------------------------------------------------------------------------------- The average annual total return for all classes of Shares of a Fund 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 net asset value 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 load, adjusted over the period by any additional Shares, assuming a quarterly reinvestment of all dividends and distributions. YIELD - -------------------------------------------------------------------------------- The yield for all classes of Shares of a Fund is determined by dividing the net investment income per Share (as defined by the SEC) earned by any class of shares over a thirty-day period by the offering price per Share of any class on the last day of the period. This value is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a twelve-month period and is reinvested every six months. The yield does not necessarily reflect income actually earned by any class 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 that financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in any class of shares, the performance will be reduced for those shareholders paying those fees. PERFORMANCE COMPARISONS - -------------------------------------------------------------------------------- The performance of all classes of Shares depends upon such variables as: . portfolio quality; . average portfolio maturity; . type of instruments in which the portfolio is invested; . changes in interest rates and market value of portfolio securities; . changes in a Fund's or any class of Shares' expenses; and . various other factors. Each class of Shares' performance fluctuates on a daily basis largely because net earnings and offering price per Share fluctuate daily. Both net earnings and offering price per Share are factors in the computation of yield and total return. Investors may use financial publications and/or indices to obtain a more complete view of a Fund's performance. When comparing performance, investors should consider all relevant factors, such as the composition of any 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 a Fund uses in advertising may include: . LIPPER ANALYTICAL SERVICES, INC. ("LIPPER"), an independent mutual fund rating service, ranks funds in various fund categories by making comparative calculations using total return. Total return assumes the reinvestment of all capital gains distributions and income dividends and takes into account any change in net asset value over a specified period of time. From time to time, a Fund will quote its Lipper ranking in the appropriate category in advertising and sales literature. . EUROPE, AUSTRALIA, AND FAR EAST ("EAFE") is a market capitalization weighted foreign securities index, which is widely used to measure the performance of European, Australian, New Zealand and Far Eastern stock markets. The index covers approximately 1,020 companies drawn from 18 countries in the above regions. The index values its securities daily in both U.S. dollars and local currency and calculates total returns monthly. EAFE U.S. dollar total return is a net dividend figure less Luxembourg withholding tax. The EAFE is monitored by Capital International, S.A., Geneva, Switzerland. . MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI") EMERGING MARKETS FREE ("EMF") INDEX is a market capitalization weighted foreign securities index, which is used to measure the performance of developing or emerging markets (as defined by World Bank) in Europe, Asia, Latin America, and the Middle East. MSCI calculates a "Free" and a "Global" version of its EMF Index. The "Free" version excludes those companies and share classes as well as markets, which are closed to foreigners. The "Global" version includes all share classes as well as open and closed markets. The EMF Index covers approximately 1,100 companies from 20 emerging markets described in the regions above. The MSCI EMF Index is currently calculated in local currency and in U.S. dollars, without dividends and with gross dividends reinvested (e.g., before withholding taxes). . 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. Advertisements and other sales literature for all classes of Shares may quote total returns which are calculated on non-standardized base periods. These total returns represent the historic change in the value of an investment in any class of Shares based on the monthly reinvestment of dividends over a specified period of time. In addition, advertisements and sales literature for a Fund may include charts and other illustrations which depict the hypothetical growth of an investment in a systematic investment plan. Advertisements may quote performance information which does not reflect the effect of the sales load. APPENDIX - -------------------------------------------------------------------------------- STANDARD & POOR'S CORPORATION LONG-TERM BOND RATING DEFINITIONS AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Corporation. 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 effect 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. 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. STANDARD & POOR'S CORPORATION COMMERCIAL PAPER RATING DEFINITIONS A-1--This highest category 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. MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS 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: . Leading market positions in well established industries. . High rates of return on funds employed. . Conservative capitalization structures with moderate reliance on debt and ample asset protection. . Broad margins in earnings coverage of fixed financial markets and assured sources of alternate liquidity. . Well-established access to a range of financial markets and assured sources of alternate liquidity. PRIME-2--Issuers rated PRIME-2 (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 alternative liquidity is maintained. 3092403B (6/94) PART C. OTHER INFORMATION. Item 24. Financial Statements and Exhibits: (a) Financial Statements: Portfolios 1-13-- Incorporated into the Statement of Additional Information by reference to the Trust's Annual Report; Portfolios 14-15--Filed in Part A- Supplements to Prospectuses. (b) Exhibits: (1) Copy of Declaration of Trust of the Registrant (1); (i) Copy of Amendment to Declaration of Trust (14); (2) Copy of By-Laws of the Registrant (1); (i) Copy of amendment to the By- Laws of the Registrant (3); (3) Not applicable; (4) Copy of Specimen Certificate for Shares of Beneficial Interest of the Registrant (19); (5) Copy of Investment Advisory Contract of the Registrant (2); (i) Conformed copy of exhibit to the Advisory Contract of the Registrant (18); (ii) Form of exhibit to the Investment Advisory Contract of the Registrant to add First Union International Equity Portfolio; + (iii) Form of exhibit to the Investment Advisory Contract of the Registrant to add First Union Emerging Markets Growth Portfolio; + (iv) Form of Sub-Advisory Agreement between First Union National Bank and Marvin & Palmer Associates, Inc.; + (v) Form of Sub-Advisory Agreement between First Union National Bank and Boston International Advisors, Inc.; + (6) Conformed copy of Distributor's Contract of the Registrant (18); (i) Copy of exhibit to the Distributor's Contract of the Registrant (17); (ii) Copy of Exhibit D to the Distributor's Contract of the Registrant; + (iii) Copy of Exhibit E to the Distributor's Contract of the Registrant; + (iv) Copy of Exhibit F to the Distributor's Contract of the Registrant; + (v) Copy of Exibit G to the Distributor's Contract of the Registrant; + (7) Copy of Administrative Agreement of the Registrant (6); (8) Copy of Custodian Contract of the Registrant; + + All exhibits have been filed electronically. (1) Response is incorporated by reference to Registrant's Initial Registration Statement on Form N-1A. (File Nos. 2- 94560 and 811-4154). (2) Response is incorporated by reference to Registrant's Pre- Effective Amendment No. 1 on Form N-1A (File Nos. 2-94560 and 811-4154). (3) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 3 on Form N-1A (File Nos. 2-94560 and 811-4154). (4) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 4 on Form N-1A (File Nos. 2-94560 and 811-4154). (5) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 11 filed on July 30, 1990 on Form N- 1A (File Nos. 2-94560 and 811-4154). (6) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 12 filed on September 7, 1990 on Form N-1A (File Nos. 2-94560 and 811-4154). (7) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 13 filed on October 4, 1990 on Form N-1A (File Nos. 2-94560 and 811-4154). (8) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 14 filed on November 6, 1990 on Form N-1A (File Nos. 2-94560 and 811-4154). (9) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 16 filed on July 18, 1991 on Form N- 1A (File Nos. 2-94560 and 811-4154). (10) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 19 filed on February 28, 1992 on Form N-1A (File Nos. 2-94560 and 811-4154). (11) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 20 filed on August 26, 1992 on Form N-1A (File Nos. 2-94560 and 811-4154). (12) Response is incorporated by reference to Registrant's Post- Effective Amendment to No. 21 filed on October 30, 1992 on Form N-1A (File Nos. 2-94560 and 811-4154). (13) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 22 filed on November 23, 1992 on Form N-1A (File Nos. 2-94560 and 811-4154). (14) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 28 filed on April 15, 1993 on Form N- 1A (File Nos. 2-94560 and 811-4154). (17) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 filed on November 2, 1993 on Form N-1A (File Nos. 2-94560 and 811-4154). (18) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 33 filed on December 29, 1993 on Form N-1A (File Nos. 2-94560 and 811-4154). (19) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 35 filed on February 25, 1994 on Form N-1A (File Nos. 2-94560 and 811-4154). (20) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 36 filed on June 28, 1994 on Form N- 1A (File Nos. 2-94560 and 811-4154). (9) Conformed Copy of the Fund Accounting and Shareholder Recordkeeping Agreement of the Registrant (20); (i) Form of Shareholder Services Plan; + (ii) Form of Shareholder Services Agreement; + (10) Copy of Opinion and Consent of Counsel as to legality of shares being registered (8); (11) Conformed copy of Consent of Independent Auditors;+ (12) Not applicable; (13) Copy of Initial Capital Understanding (1); (14) Model Plans used in establishment of Retirement Plans (2); (15) (i) Distribution Plan; (a)First Union Funds - Class B Investment Shares; + (b)First Union Funds - Class C Investment Shares (17); (i) Exhibit to Class C Investment Shares; + (c)First Union Funds - Class D Investment Shares; + (ii) Rule 12b-1 Agreement (14); (iii) Amendment Number 5 to 12b-1 Agreement; + (16) Schedules for Computation of Fund Performance Data (20.); (17) Conformed copy of the Power of Attorney (19); (18) Not applicable. Item 25. Persons Controlled by or Under Common Control with Registrant: None Item 26. Number of Holders of Securities: Number of Record Holders Title of Class as of May 20, 1994 Shares of beneficial interest (no par value) First Union Value Portfolio a) Trust Shares 10 b) Class B Investment Shares 16,121 c) Class C Investment Shares 7,845 + All exhibits have been filed electronically. (1) Response is incorporated by reference to Registrant's Initial Registration Statement on Form N-1A. (File Nos. 2- 94560 and 811-4154). (2) Response is incorporated by reference to Registrant's Pre- Effective Amendment No. 1 on Form N-1A (File Nos. 2-94560 and 811-4154). (5) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 11 filed on July 30, 1990 on Form N- 1A (File Nos. 2-94560 and 811-4154). (11) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 20 filed on August 26, 1992 on Form N-1A (File Nos. 2-94560 and 811-4154). (14) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 28 filed on April 15, 1993 on Form N- 1A (File Nos. 2-94560 and 811-4154). (15) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 29 filed on April 30, 1993 on Form N- 1A (File Nos. 2-94560 and 811-4154). (16) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 31 filed on June 14, 1993 on Form N- 1A (File Nos. 2-94560 and 811-4154). (17) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 filed on November 2, 1993 on Form N-1A (File Nos. 2-94560 and 811-4154). (18) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 33 filed on December 29, 1993 on Form N-1A (File Nos. 2-94560 and 811-4154). (19) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 35 filed on February 25, 1994 on Form N-1A (File Nos. 2-94560 and 811-4154). (20) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 36 filed on June 28, 1994 on Form N- 1A (File Nos. 2-94560 and 811-4154). First Union Fixed Income Portfolio a) Trust Shares 5 b) Class B Investment Shares 1,615 c) Class C Investment Shares 795 First Union High Grade Tax Free Portfolio (formerly, First Union Insured Tax Free Portfolio) a) Trust Shares 6 b) Class B Investment Shares 2,148 c) Class C Investment Shares 1,118 First Union Tax Free Money Market Portfolio a) Trust Shares 4 b) Class B Investment Shares 1,422 First Union Money Market Portfolio a) Trust Shares 5 b) Class B Investment Shares 5,078 c) Class C Investment Shares 140 First Union Treasury Money Market Portfolio a) Trust Shares 4 b) Class B Investment Shares 1,627 First Union Balanced Portfolio a) Trust Shares 5 b) Class B Investment Shares 3,065 c) Class C Investment Shares 7,181 First Union Managed Bond Portfolio a) Trust Shares 22 b) Investment Shares 0 First Union North Carolina Municipal Bond Portfolio a) Trust Shares 7 b) Class B Investment Shares 342 c) Class C Investment Shares 1,666 First Union U.S. Government Portfolio a) Trust Shares 5 b) Class B Investment Shares 1,323 c) Class C Investment Shares 9,637 First Union Florida Municipal Bond Portfolio a) Trust Shares 10 b) Class B Investment Shares 241 c) Class C Investment Shares 694 First Union Georgia Municipal Bond Portfolio a) Trust Shares 4 b) Class B Investment Shares 59 c) Class C Investment Shares 284 First Union Virginia Municipal Bond Portfolio a) Trust Shares 5 b) Class B Investment Shares 64 c) Class C Investment Shares 158 Number of Record Holders as of June 3, 1994 First Union Utility Portfolio a) Trust Shares 5 b) Class B Investment Shares 468 c) Class C Investment Shares 2,073 First Union South Carolina Municipal Bond Portfolio a) Trust Shares 4 b) Class B Investment Shares 7 c) Class C Investment Shares 66 Item 27. Indemnification: (1.) Item 28. Business and Other Connections of Investment Adviser: (a) For a description of the other business of the investment adviser, see the section entitled "Management of First Union Funds-Investment Adviser" in Part A. The Trustees and principal executive officers of the Fund's Investment Adviser, and the Directors of the Fund's Manager, are set forth in the following tables: FIRST UNION NATIONAL BANK OF NORTH CAROLINA BOARD OF DIRECTORS Ben Mayo Boddie Raymond A. Bryan, Jr. Chairman & CEO Chairman & CEO Boddie-Noell Enterprises, Inc. T.A. Loving Company P.O. Box 1908 P.O. Drawer 919 Rocky Mount, NC 27802 Goldsboro, NC 27530 John F.A.V. Cecil John W. Copeland President President Biltmore Dairy Farms, Inc. American & Efird P.O. Box 5355 P.O. Box 507 Asheville, NC 28813 Mount Holly, NC 28120 John Crosland, Jr. J. William Disher Chairman and CEO Chairman & President The Crosland Group, Inc. Lance Incorporated 135 Scaleybark Road P.O. Box 32368 Charlotte, NC 28209 Charlotte, NC 28232 (1.) Response is incorporated by reference to Registrant's Post- Effective Amendment No. 35 filed on February 25, 1994 on Form N- 1A (File Nos. 2-94560 and 811-4154). Frank H. Dunn Malcolm E. Everett, III Chairman and CEO President First Union National Bank First Union National Bank of North Carolina of North Carolina One First Union Center 310 S. Tryon Street Charlotte, NC 28288-0006 Charlotte, NC 28288-0156 James F. Goodmon Shelton Gorelick President & Chief President Executive Officer SGIC, Inc. Capitol Broadcasting 741 Kenilworth Ave., Suite 200 Company, Inc. Charlotte, NC 28204 2619 Western Blvd. Raleigh, NC 27605 Charles L. Grace James E. S. Hynes President Chairman Cummins Atlantic, Inc. Hynes Sales Company, Inc. P.O. Box 240729 P.O. Box 220948 Charlotte, NC 28224-0729 Charlotte, NC 28222 Daniel W. Mathis Earl N. Phillips, Jr. Vice Chairman President First Union National Bank First Factors Corporation of North Carolina P.O. Box 2730 One First Union Center High Point, NC 27261 Charlotte, NC 28288-0009 J. Gregory Poole, Jr. John P. Rostan, III Chairman & CEO Senior Vice President Gregory Poole Equipment Company Waldensian Bakeries, Inc. P.O. Box 469 P.O. Box 220 Raleigh, NC 27602 Valdese, NC 28690 Nelson Schwab, III Charles M. Shelton, Sr. Chairman & CEO Chairman & CEO Paramount Parks The Shelton Companies, Inc 8720 Red Oak Boulevard, Suite 315 3600 One First Union Center Charlotte, NC 28217 Charlotte, NC 28202 George Shinn Harley F. Shuford, Jr. Owner and Chairman President Shinn Enterprises, Inc. Shuford Industries One Hive Drive P.O. Box 608 Charlotte, NC 28217 Hickory, NC 28603 FIRST UNION NATIONAL BANK OF NORTH CAROLINA EXECUTIVE OFFICERS James Abbott, President, First Union Corporation; Austin A. Adams, Executive Vice President; Howard L. Arthur, Senior Vice President; Robert T. Atwood, Executive Vice President and Chief Financial Officer; Marion A. Cowell, Jr., Executive Vice President, Secretary and General Counsel; Edward E. Crutchfield, Jr., Chairman, CEO, First Union Corporation; Frank H. Dunn, Jr., Chairman and CEO; Malcolm E. Everett, III, President; John R. Georgius, President, First Union Corporation; James Hutch, Senior Vice President and Corporate Controller; Don R. Johnson, Senior Vice President; Mark Mahoney, Senior Vice President; Barbara K. Massa, Senior Vice President; Daniel W. Mathis, Vice Chairman; H. Burt Melton, Executive Vice President; Malcolm T. Murray, Jr., Executive Vice President; Alvin T. Sale, Executive Vice President; Louis A. Schmitt, Jr., Executive Vice President; Ken Stancliff, Senior Vice President and Corporate Treasurer; Richard K. Wagoner, Executive Vice President and General Trust Officer. All of the Executive Officers are located at the following address: First Union National Bank of North Carolina, One First Union Center, Charlotte, NC 28288. (b) For a description of the other business of the sub- adviser to First Union Emerging Markets Growth Portfolio ("Emerging Makrets Growth Fund"), see the section entitled "Management of First Union Funds- Sub-Advisers-Emerging Markets Growth Fund" in Part A. The Principals and principal executive officers of the Emerging Markets Growth Fund's Sub-Adviser, and the Members of the Advisory Board of the Sub- Adviser, are set forth in the following tables. Unless otherwise noted, the position listed under Other Stubstantial Business, Profession, Vocation or Employment is with Marvin & Palmer Associates, Inc.: MARVIN & PALMER ASSOCIATES, INC. Other Substantial Position With Business, Profession, Name the Sub-Adviser Vocation or Employment David F. Marvin, CFA Chairman Portfolio Manager- Americas & Currency Stanley Palmer, CFA President Portfolio Manager- Non-U.S. Karen T. Buckley Senior Vice President and Chief Financial Officer Jon A. Stiklorius Senior Vice President Eugene J. Mulvaney Senior Vice President Terry B. Mason Vice President Portfolio Manager- Non-U.S. Jay F. Middleton Vice President Portfolio Manager- Americas Todd D. Marvin Vice President Portfolio Manager- Non-U.S. William Nord Vice President Robert P. Sanna Vice President David L. Schaen Vice President Raymond J. Deschenes Vice President ADVISORY BOARD MEMBERS Irving S. Shapiro Paul Craig Roberts William C. Lickle The Hon. Charles J. Pilliod, Jr. Charles L. Brown Dr.-Ing. Klaus G. Lederer Alexander F. Giacco The Rt. Hon. Lord Moore, P.C. (c) For a description of the other business of the sub- adviser to First Union International Equity Portfolio ("International Equity Fund"), see the section entitled "Management of First Union Funds- Sub-Advisers-International Equity Fund" in Part A. The Trustees and principal executive officers of the International Equity Fund's Sub-Adviser, and the Directors and officers of the Fund's Sub-Adviser, are set forth in the following tables. Unless otherwise noted, the position listed under Other Substantial Business, Profession, Vocation or Employment is with Boston International Advisors, Inc.: BOSTON INTERNATIONAL ADVISORS, INC. Other Substantial Position With Business, Profession, Name the Sub-Adviser Vocation or Employment Lyle H. Davis President and Managing Director Robert E. Denneen, Jr. Vice President Portfolio Manager Dennis J. Fogarty Vice President Research Associate Maureen A. Ghublikian Managing Director Norman H. Meltz Vice President & Managing Director Patricia A. Thompson Vice President & Treasurer David A. Umstead Managing Director BOARD OF DIRECTORS George A. Chamberlain, III Philip A. Cooper Lyle H. Davis Norman H. Meltz David A. Umstead Item 29. Principal Underwriters: (a) Federated Securities Corp., the Distributor for shares of the Registrant, also acts as principal underwriter for the following open-end investment companies: Alexander Hamilton Funds; American Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust; Automated Government Money Trust; BayFunds; The Biltmore Funds; The Biltmore Municipal Funds; The Boulevard Funds; California Municipal Cash Trust; Cambridge Series Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield Trust; Federated Income Securities Trust; Federated Income Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds; Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Independence One Mutual Funds; Insight Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal Trust; International Series Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain Funds; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market Obligations Trust; Money Market Trust; The Monitor Funds; Municipal Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; Signet Select Funds; SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds; Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; and World Investment Series, Inc. Federated Securities Corp. also acts as principal underwriter for the following closed-end investment company: Liberty Term Trust, Inc.- 1999. (b) (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Richard B. Fisher Director, Chairman, Chief -- Federated Investors Tower Executive Officer, Chief Pittsburgh, PA 15222-3779 Operating Officer, and Asst. Treasurer, Federated Securities Corp. Edward C. Gonzales Director, Executive Vice President, Federated Investors Tower President, and Treasurer, Treasurer, and Pittsburgh, PA 15222-3779 Federated Securities Trustee Corp. John W. McGonigle Director, Executive Vice Federated Investors Tower President, and Assistant Pittsburgh, PA 15222-3779 Secretary, Federated Securities Corp. John A. Staley, IV Executive Vice President -- Federated Investors Tower and Assistant Secretary, Pittsburgh, PA 15222-3779 Federated Securities Corp. John B. Fisher President-Institutional Sales, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James F. Getz President-Broker/Dealer, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark R. Gensheimer Executive Vice President of -- Federated Investors Tower Bank/Trust Pittsburgh, PA 15222-3779 Federated Securities Corp. Mark W. Bloss Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Theodore Fadool, Jr. Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Bryant R. Fisher Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Christopher T. Fives Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James S. Hamilton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James M. Heaton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 H. Joseph Kennedy Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Keith Nixon Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Timothy C. Pillion Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James R. Ball Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard W. Boyd Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jane E. Broeren-Lambesis Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mary J. Combs Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Edmond Connell, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Laura M. Deger Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jill Ehrenfeld Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark D. Fisher Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Joseph D. Gibbons Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David C. Glabicki Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard C. Gonzales Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Scott A. Hutton Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William J. Kerns Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William E. Kugler Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Dennis M. Laffey Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Francis J. Matten, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark J. Miehl Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 J. Michael Miller Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Jeffrey Niss Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael P. O'Brien Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Solon A. Person, IV Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert F. Phillips Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Eugene B. Reed Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Paul V. Riordan Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Charles A. Robison Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David W. Spears Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jeffrey A. Stewart Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Thomas E. Territ Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William C. Tustin Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard B. Watts Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Philip C. Hetzel Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Ernest L. Linane Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 S. Elliott Cohan Secretary, Federated Assistant Federated Investors Tower Securities Corp. Secretary Pittsburgh, PA 15222-3779 (c) Not applicable. Item 30. 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 Federated Services Company Pittsburgh, PA 15222-3779 ("Transfer Agent and Dividend Disbursing Agent") Federated Administrative Services ("Administrator") First Union National Bank of North Carolina One First Union Center ("Adviser") 301 S. College Street Charlotte, North Carolina 28288 State Street Bank and Trust Company P.O. Box 8609 ("Custodian") Boston, MA 02266-8609 Item 31. Management Services: Not applicable. Item 32. Undertakings: Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders. Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. Registrant undertakes to file a post-effective amendment on behalf of First Union Emerging Markets Growth Portfolio and First Union International Equity Portfolio, using financial statements which need not be certified, within four to six months from the effective date of Post-Effective Amendment No. 37. ____________________ SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, FIRST UNION FUNDS has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 8th day of July, 1994. FIRST UNION FUNDS BY: /s/Peter J. Germain Peter J. Germain, Secretary Attorney in Fact for John F. Donahue July 8, 1994 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/Peter J. Germain Peter J. Germain Attorney In Fact July 8, 1994 SECRETARY For the Persons Listed Below NAME TITLE James S. Howell* Chairman and Trustee (Chief Executive Officer) Edward C. Gonzales* President, Treasurer and Trustee (Principal Financial and Accounting Officer) Gerald M. McDonnell* Trustee Thomas L. McVerry* Trustee William Walt Pettit* Trustee Michael S. Scofield* Trustee Russell A. Salton, III, M.D.* Trustee * By Power of Attorney EX-99.AUDITORCONSENT 2 AUDITOR'S CONSENT Exhibit 11 under N-1A Exhibit 23 under Item 601/Reg S-K INDEPENDENT AUDITORS' CONSENT The Board of Trustees First Union Funds: We consent to the incorporation by reference in this Post Effective Amendment No. 37 to the Registration Statement on Form N-1A of First Union Funds of our report dated February 11, 1994, appearing in the annual report to shareholders for the year ended December 31, 1993, and to the references to our Firm under the headings "Financial Highlights" and "Management of First Union Funds" in Part A of the Registration Statement. o First Union Money Market Portfolio; o First Union Tax Free Money Market Portfolio; o First Union Treasury Money Market Portfolio; o First Union Balanced Portfolio; o First Union Fixed Income Portfolio; o First Union Florida Municipal Bond Portfolio; o First Union Georgia Municipal Bond Portfolio; o First Union High Grade Tax Free Portfolio; o First Union Managed Bond Portfolio; o First Union North Carolina Municipal Bond Portfolio; o First Union U.S. Government Portfolio; o First Union Value Portfolio; and o First Union Virginia Municipal Bond Portfolio. By:KPMG Peat Marwick KPMG Peat Marwick Pittsburgh, Pennsylvania July 8, 1994 EX-99.ADV.CONTRACT 3 ADVISORY CONTRACT Exhibit 5(ii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT G TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN FIRST UNION FUNDS AND FIRST UNION NATIONAL BANK OF NORTH CAROLINA Pursuant to the Investment Advisory Agreement, as amended ("Agreement") between First Union Funds (the "Trust") and First Union National Bank of North Carolina ("Adviser"), the parties hereby agree as follows: WHEREAS, the Trust has established First Union International Equity Portfolio and wishes the Adviser to perform services as set forth in the Agreement, on behalf of First Union International Equity Portfolio; and WHEREAS, the Adviser is willing to render such services; NOW, THEREFORE, the Trust and the Adviser agree as follows: 1. Adviser will perform services, as described in the Agreement, on behalf of First Union International Equity Portfolio. 2. As consideration for advisory services to First Union International Equity Portfolio, during the period of this Agreement, the Trust will pay to the Adviser a fee at an annual rate of .82 of 1% of the average daily net assets up to $20 million, .79 of 1% of the average daily net assets on the next $30 million, .76 of 1% of the average daily net assets on the next $50 million, and .73 of 1% of the average daily net assets over $100 million of First Union International Equity Portfolio, computed in the manner provided in the Trust's then current prospectus and statement of additional information thereto as of the close of business on each business day. 3. The Agreement shall begin for First Union International Equity Portfolio on the date of the execution of this Exhibit. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date and year below written. First Union Funds FIRST UNION NATIONAL BANK OF NORTH CAROLINA By: By: Office: Vice President Office: Vice President Dated: ____________, 19__ Exhibit 5(iii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT H TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN FIRST UNION FUNDS AND FIRST UNION NATIONAL BANK OF NORTH CAROLINA Pursuant to the Investment Advisory Agreement, as amended ("Agreement") between First Union Funds (the "Trust") and First Union National Bank of North Carolina ("Adviser"), the parties hereby agree as follows: WHEREAS, the Trust has established First Union Emerging Markets Portfolio and wishes the Adviser to perform services as set forth in the Agreement, on behalf of First Union Emerging Markets Portfolio; and WHEREAS, the Adviser is willing to render such services; NOW, THEREFORE, the Trust and the Adviser agree as follows: 1. Adviser will perform services, as described in the Agreement, on behalf of First Union Emerging Markets Portfolio. 2. As consideration for advisory services to First Union Emerging Markets Portfolio, during the period of this Agreement, the Trust will pay to the Adviser a fee at an annual rate of 1.50 of 1% of the average daily net assets up to $100 million, 1.45 of 1% of the average daily net assets on the next $100 million, 1.40 of 1% of the average daily net assets on the next $100 million and 1.35 of 1% of the average daily net assets over $300 million of First Union Emerging Markets Portfolio, computed in the manner provided in the Trust's then current prospectus and statement of additional information thereto as of the close of business on each business day. 3. The Agreement shall begin for First Union Emerging Markets Portfolio on the date of the execution of this Exhibit. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date and year below written. First Union Funds FIRST UNION NATIONAL BANK OF NORTH CAROLINA By: By: Office: Vice President Office: Vice President Dated: ____________, 19__ EX-99.SUB-ADV. 4 SUB-ADVISORY CONTRACT Exhibit 5(iv) under Form N-1A Exhibit 10 under Item 601/Reg. S-K SUBADVISORY CONTRACT AGREEMENT made as of the day of , 1994, between First Union National Bank of North Carolina, a national banking association, having its principal place of business in Charlotte, NC (the "Adviser"), and Marvin & Palmer Associates, Inc., a Delaware corporation (the "Subadviser"). W I T N E S S T H WHEREAS, First Union Funds (the "Trust") is an open-and, management investment company, registered under the Investment Company Act of 1940, as amended (the "1940 Act"), the Trust has multiple portfolios, including the Emerging Markets Portfolio (the "Fund") and the Subadviser is an investment adviser registered under the Investment Advisers Act of 1940 (the "Advisers Act"), and WHEREAS, pursuant to authority granted the Adviser by the Trust's Board of Trustees (the "Trustees") and pursuant to the provisions of the Investment Advisory Contract dated February 28, 1985, and as subsequently amended, between the Adviser and the Trust with respect to the Fund (the "Advisory Contract"), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth, NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is agreed as follows: 1. The Subadviser's Services. (a) Subject to the supervision and review of the Adviser and of the Trustees of the Trust, the Subadviser shall manage the investment operations of that portion or all of the Fund's portfolio as designated by the Adviser (the "Portfolio"), including the purchase, retention and disposition of securities, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Trust's Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the "Prospectus") and subject to the following understandings: (i) The Subadviser shall supervise the Portfolio's investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash. (ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Trust's Declaration of Trust and By-Laws and the Fund's Prospectus and with the instructions and directions received in writing from the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations. (b) The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Trust or its Trustees the information required to be supplied under this Contract. The Subadviser shall maintain separate books and detailed records of all matters pertaining to the Fund and the Portfolio (the "Fund's Books and Records"), including, without limitation, a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Subadviser shall also require that its Access Persons (as defined in the Trust's Code of Ethics) provide the Subadviser with monthly reports of their personal securities transactions. The Fund's Books and Records shall be available to the Adviser at any time upon request and shall be available for telecopying without delay to the Adviser during any day that the Fund is open for business. (c) The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Trustees may direct from time to time. In addition, the Subadviser will place orders for the purchase and sale of Portfolio securities as directed by the Adviser and, subject to the provisions of the following paragraph, will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Fund's Prospectus, as in effect from time to time. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Subadviser or the Adviser an amount of commission for effecting a Portfolio investment transaction that is greater than the amount of commission than another broker or dealer would have charged for effecting that transaction. It is understood that the Subadviser may have advisory, management, service or other contracts with other individuals or entities, and may have other interest and businesses. When a security proposed to be purchased or sold for the Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchases or sales on a pro-rata, rotating or other equitable basis so as to avoid any one account being preferred over any other account. The Subadviser will advise the Adviser and, if instructed by the Adviser, the Fund's custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Portfolio security specifying the name of the issuer, the full description of the security including its class, and amount or number of shares of the security purchased or sold, the market price, commission, government charges and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and, if different, the identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless permitted by an exemptive provision, rule or order under the 1940 Act. (d) From time to time as the Adviser or the Trustees of the Trust may reasonably request, the Subadviser shall furnish the Adviser and to each of the Trust's Trustees reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Trustees may reasonably request. The Subadviser will also inform the Adviser and the Trust's Trustees on a current basis of changes in investment strategy or tactics or in key personnel. The Subadviser will make its officers and employees available to meet with the Trust's Trustees at least quarterly on due notice to review the investments of the Fund in the light of current and prospective economic and market conditions. It shall be the duty of the Subadviser to furnish to the Trust's Trustees such information as may reasonably be necessary in order for such Trustees to evaluate this Contract or any proposed amendments thereto for the purpose of casting a vote pursuant to Section 8 or 9 hereof. 2. Allocation of Charges and Expenses. The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein, the Subadviser shall not be responsible for the Trust's or the Adviser's expenses, including, without limitation, the expenses of organizing the Trust and continuing its existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services and administrative personnel and services, expenses incurred in the distribution of its shares ("Shares"), including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933 and the 1940 Act, and any amendments thereto, expenses of registering and qualifying the Trust, the Fund and Shares of the Fund under federal and state laws and regulation; expenses of preparing, printing and distributing prospectuses (and any amendments thereto) to shareholders, interest expense, taxes, fees and commissions of every kind, expenses of issue (including cost of Share certificates), purchase, repurchase and redemption of Shares, including expenses attributable to a program of periodic issue, charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars, printing and mailing costs, auditing, accounting and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations therefor; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Trust and the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser adequate records of all such expenses. 3. Information Supplied by the Adviser. The Adviser shall provide the Subadviser with the Trust's Declaration of Trust and By-Laws, the Fund's Prospectus and Statement of Additional Information, and instructions as in effect from time to time; and the Subadviser shall have no responsibility for actions taken in reliance on any such documents. 4. Registration as an Adviser. The Subadviser represents and warrants to each of the Trust and the Adviser that it is registered as an "investment adviser" under the Advisers Act and covenants that it will remain so registered for the duration of this Contract. 5. Subadviser's Compensation. The Adviser shall pay to the Subadviser, as compensation for the Subadviser's services, pursuant to the following schedule: Average Aggregate Daily Net Sub-Advisory Fee Assets of the Fund 1.00% on the first $100 million 0.95% on the next $100 million 0.90% on the next $100 million 0.85% on assets in excess of $300 million ("Sub-Advisory Fee"). Such fee shall be computed daily and paid monthly. In the event that the fee due from the Trust to the Adviser on behalf of the Fund is reduced in order to meet expense limitations imposed on the Fund by state securities laws or regulations, the Sub-Advisory Fee shall be reduced by one-half of said reduction in the fee due from the Trust to the Adviser on behalf of the Fund. The method of determining net assets of the Fund for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of Fund Shares as described in the Fund's Prospectus. If this Contract shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this contract is in effect. Notwithstanding any other provision of the Contract, the Subadviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue). Any such fee reduction may be discontinued or modified by the Subadviser at any time. 6. Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust or of the Adviser. 7. Sales Literature. The Subadviser acknowledges that all sales literature for investment companies (such as the Trust) are subject to strict regulatory oversight. The Subadviser agrees to submit any proposed sales literature for the Trust (or any Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to the Trust's distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Subadviser to produce sales literature for the Trust (or any Fund). 8. Assignment and Amendments. This Contract may not be assigned by the Subadviser and shall automatically terminate, without the payment of any penalty, in the event of (i) its assignment, including any change of control of the Adviser or the Subadviser, or (ii) in the event of the termination of the Advisory Contract, provided that such termination shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Contract shall not be changed unless such change is approved at a meeting by the affirmative vote of a majority of the outstanding voting securities of the Fund and unless also approved by the affirmative vote of a majority of Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting at such change. 9. Duration and Termination. (a) This Contract shall become effective as of the date first above written, and shall continue in effect for two years from such initial date and thereafter for successive periods of one year, subject to the provisions for termination (contained in Section 8 hereof and as provided below) and all of the other terms and conditions hereof, if: (i) such continuation shall be specifically approved at least annually by the vote of the majority of the Trustees of the Trust, including a majority of the Trustees who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; and (ii) the Adviser shall not have notified the Subadviser in writing as provided in Subsection (b) below that it does not desire such continuation with respect to the Fund. This Contract may also be approved by the affirmative vote of a majority of the outstanding voting securities of the Fund, provided, however, that if the continuance of this Contract is submitted to the shareholders of the Fund for their approval, and should shareholders fail to approve such continuance of this Contract as provided herein, the Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. (b) The Trust or the Adviser may at any time terminate this Contract, without payment of any penalty, by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser. Action of the Trust under this Subsection may be taken either (i) by vote of its Trustees or (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund. (c) The Subadviser may at any time terminate this Contract by not less than one hundred twenty (120) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. (d) Termination of this Contract pursuant to this Section shall be without payment of any penalty. In the event of termination of this Contract for any reason, the Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Portfolio and with respect to any of its assets, except as expressly directed by the Adviser. In addition, the Subadviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio assets management to any successors of the Subadviser, including the Adviser. 10. Certain Definitions. For the purposes of this Contract: (a) "Affirmative vote of a majority of the outstanding voting securities of the Fund" means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, (a) of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holder or more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (b) of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. (b) "Interested persons" and "Assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. 11. Liability and Indemnification. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder (collectively, "Malfeasance"), the Subadviser shall not be subject to any liability to the Adviser or the Trust, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. In all such instances, the Subadviser and each of the Subadviser's partners, officers, employees and agents thereof (collectively, the "indemnitees") shall be indemnified by the Adviser against any liabilities and expenses, reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such indemnitees may be or may have been involved as a party or otherwise or with which such indemnitees may or may be or may have been threatened. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws (collectively, the "Securities Laws"). 12. Jurisdiction. This Contract shall be governed by and construed to be consistent with the Advisory Contract and in accordance with substantive laws of the Commonwealth of Pennsylvania without reference to choice of law principals thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. 13. Counterparts. This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Notices. Notices of any kind to be given to the Fund hereunder by the Subadviser shall be in writing and shall be duly given if delivered to the Fund and the Adviser at the following address: First Union National Bank of North Carolina, One First Union Center, Charlotte, NC 28288, with a copy to Federated Administrative Services, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779, FAX 412-288-8141, ATTN: Secretary, First Union Funds. Notices of any kind to be given if delivered to the Subadviser hereunder by the Fund shall be in writing and shall be duly given if delivered to Subadviser at 1201 N. Orange Street, Suite 1100, Wilmington, DE 19801-1119, FAX 302-573-2545, ATTN: David F. Marvin. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as the date first above written. FIRST UNION NATIONAL BANK OF NORTH CAROLINA By ATTEST: Secretary President MARVIN & PALMER ASSOCIATES, INC. By ATTEST: Secretary President EX-99.SUB-ADV. 5 SUB-ADV. CONTRACT Exhibit 5(v) under Form N-1A Exhibit 10 under Item 601/Reg. S-K SUBADVISORY CONTRACT AGREEMENT made as of the ___ day of __________, 1994, between First Union National Bank of North Carolina, a national banking association, having its principal place of business in Charlotte, NC (the "Adviser"), and Boston International Advisors, Inc., a ____________ corporation (the "Subadviser"). W I T N E S S T H WHEREAS, First Union Funds (the "Trust") is an open-and, management investment company, registered under the Investment Company Act of 1940, as amended (the "1940 Act"), the Trust has multiple portfolios, including the International Equity Portfolio (the "Fund") and the Subadviser is an investment adviser registered under the Investment Advisers Act of 1940 (the "Advisers Act"), and WHEREAS, pursuant to authority granted the Adviser by the Trust's Board of Trustees (the "Trustees") and pursuant to the provisions of the Investment Advisory Contract dated February 28, 1985, and as subsequently amended, between the Adviser and the Trust with respect to the Fund (the "Advisory Contract"), the Adviser has selected the Subadviser to act as a sub-investment adviser of the Fund and to provide certain other services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth, NOW, THEREFORE, in consideration of the mutual agreements herein contained, it is agreed as follows: 1. The Subadviser's Services. (a) Subject to the supervision and review of the Adviser and of the Trustees of the Trust, the Subadviser shall manage the investment operations of that portion or all of the Fund's portfolio as designated by the Adviser (the "Portfolio"), including the purchase, retention and disposition of securities, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Trust's Registration Statement, including the Prospectus and Statement of Additional Information (such Registration Statement, as currently in effect and as amended or supplemented from time to time, collectively called the "Prospectus") and subject to the following understandings: (i) The Subadviser shall supervise the Portfolio's investments and determine from time to time what securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of the assets will be invested or held uninvested as cash. (ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Trust's Declaration of Trust and By-Laws and the Fund's Prospectus and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (including the requirements for qualification as a regulated investment company) and all other applicable federal and state laws and regulations. (b) The Subadviser shall not be responsible for the provision of administrative, bookkeeping or accounting services to the Fund, except as otherwise provided herein or as may be necessary for the Subadviser to supply to the Adviser, the Trust or its Trustees the information required to be supplied under this Contract. The Subadviser shall maintain separate books and detailed records of all matters pertaining to the Fund and the Portfolio (the "Fund's Books and Records"), including, without limitation, a daily ledger of such assets and liabilities relating thereto and brokerage and other records of all securities transactions. The Subadviser shall also require that its Access Persons (as defined in the Trust's Code of Ethics) provide the Subadviser with monthly reports of their personal securities transactions. The Fund's Books and Records shall be available to the Adviser at any time upon request and shall be available for telecopying without delay to the Adviser during any day that the Fund is open for business. (c) The Subadviser shall determine the securities to be purchased or sold by the Fund in respect of the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Trustees may direct from time to time. In addition, the Subadviser will place orders for the purchase and sale of Portfolio securities as directed by the Adviser and, subject to the provisions of the following paragraph, will take reasonable steps to assure that Portfolio transactions are effected at the best price and execution available, as such phrase is used in the Fund's Prospectus, as in effect from time to time. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Subadviser, bearing in mind the Fund's best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Subadviser or the Adviser an amount of commission for effecting a Portfolio investment transaction that is greater than the amount of commission than another broker or dealer would have charged for effecting that transaction. It is understood that the Subadviser may have advisory, management, service or other contracts with other individuals or entities, and may have other interest and businesses. When a security proposed to be purchased or sold for the Fund is also to be purchased or sold for other accounts managed by the Subadviser at the same time, the Subadviser shall make such purchases or sales on a pro-rata, rotating or other equitable basis so as to avoid any one account being preferred over any other account. The Subadviser will advise the Adviser and, if instructed by the Adviser, the Fund's custodian or sub-custodians on a prompt basis each day by electronic telecommunication of each confirmed purchase and sale of a Portfolio security specifying the name of the issuer, the full description of the security including its class, and amount or number of shares of the security purchased or sold, the market price, commission, government charges and gross or net price, trade date, settlement date and identity of the effecting broker or dealer and, if different, the identity of the clearing broker. Under no circumstances may the Subadviser or any affiliates of the Subadviser act as a principal in a securities transaction with the Fund or any other investment company managed by the Adviser unless permitted by an exemptive provision, rule or order under the 1940 Act. (d) From time to time as the Adviser or the Trustees of the Trust may reasonably request, the Subadviser shall furnish the Adviser and to each of the Trust's Trustees reports of Portfolio transactions and reports on securities held in the Portfolio, all in such detail as the Adviser or the Trustees may reasonably request. The Subadviser will also inform the Adviser and the Trust's Trustees on a current basis of changes in investment strategy or tactics or in key personnel. The Subadviser will make its officers and employees available to meet with the Trust's Trustees at least quarterly on due notice to review the investments of the Fund in the light of current and prospective economic and market conditions. It shall be the duty of the Subadviser to furnish to the Trust's Trustees such information as may reasonably be necessary in order for such Trustees to evaluate this Contract or any proposed amendments thereto for the purpose of casting a vote pursuant to Section 8 or 9 hereof. 2. Allocation of Charges and Expenses. The Subadviser will bear its own costs of providing services hereunder. Other than as specifically indicated herein, the Subadviser shall not be responsible for the Trust's or the Adviser's expenses, including, without limitation, the expenses of organizing the Trust and continuing its existence; fees and expenses of Trustees and officers of the Trust; fees for investment advisory services and administrative personnel and services, expenses incurred in the distribution of its shares ("Shares"), including expenses of administrative support services, fees and expenses of preparing and printing its Registration Statements under the Securities Act of 1933 and the 1940 Act, and any amendments thereto, expenses of registering and qualifying the Trust, the Fund and Shares of the Fund under federal and state laws and regulation; expenses of preparing, printing and distributing prospectuses (and any amendments thereto) to shareholders, interest expense, taxes, fees and commissions of every kind, expenses of issue (including cost of Share certificates), purchase, repurchase and redemption of Shares, including expenses attributable to a program of periodic issue, charges and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents and registrars, printing and mailing costs, auditing, accounting and legal expenses; reports to shareholders and governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy solicitations therefor; insurance expenses; association membership dues and such nonrecurring items as may arise, including all losses and liabilities incurred in administrating the Trust and the Fund. The Trust or the Adviser, as the case may be, shall reimburse the Subadviser for any such expenses or other expenses of the Fund or the Adviser, as may be reasonably incurred by such Subadviser on behalf of the Fund or the Adviser. The Subadviser shall keep and supply to the Trust and the Adviser adequate records of all such expenses. 3. Information Supplied by the Adviser. The Adviser shall provide the Subadviser with the Trust's Declaration of Trust and By-Laws, the Fund's Prospectus and Statement of Additional Information, and instructions as in effect from time to time; and the Subadviser shall have no responsibility for actions taken in reliance on any such documents. 4. Registration as an Adviser. The Subadviser represents and warrants to each of the Trust and the Adviser that it is registered as an "investment adviser" under the Advisers Act and covenants that it will remain so registered for the duration of this Contract. 5. Subadviser's Compensation. The Adviser shall pay to the Subadviser, as compensation for the Subadviser's services, pursuant to the following schedule: Average Aggregate Daily Net Sub-Advisory Fee Assets of the Fund 0.32% on the first $20 million 0.29% on the next $30 million 0.26% on the next $50 million 0.23% on assets in excess of $100 million ("Sub-Advisory Fee"). Such fee shall be computed daily and paid monthly. In the event that the fee due from the Trust to the Adviser on behalf of the Fund is reduced in order to meet expense limitations imposed on the Fund by state securities laws or regulations, the Sub-Advisory Fee shall be reduced by one-half of said reduction in the fee due from the Trust to the Adviser on behalf of the Fund. The method of determining net assets of the Fund for purposes hereof shall be the same as the method of determining net assets for purposes of establishing the offering and redemption price of Fund Shares as described in the Fund's Prospectus. If this Contract shall be effective for only a portion of a month, the aforesaid fee shall be prorated for the portion of such month during which this contract is in effect. Notwithstanding any other provision of the Contract, the Subadviser may from time to time agree not to impose all or a portion of its fee otherwise payable hereunder (in advance of the time such fee or portion thereof would otherwise accrue). Any such fee reduction may be discontinued or modified by the Subadviser at any time. 6. Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust in any way or otherwise be deemed to be an agent of the Trust or of the Adviser. 7. Sales Literature. The Subadviser acknowledges that all sales literature for investment companies (such as the Trust) are subject to strict regulatory oversight. The Subadviser agrees to submit any proposed sales literature for the Trust (or any Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to the Trust's distributor for review and filing with the appropriate regulatory authorities prior to the public release of any such sales literature, provided, however, that nothing herein shall be construed so as to create any obligation or duty on the part of the Subadviser to produce sales literature for the Trust (or any Fund). 8. Assignment and Amendments. This Contract may not be assigned by the Subadviser and shall automatically terminate, without the payment of any penalty, in the event of (i) its assignment, including any change of control of the Adviser or the Subadviser, or (ii) in the event of the termination of the Advisory Contract, provided that such termination shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. The terms of this Contract shall not be changed unless such change is approved at a meeting by the affirmative vote of a majority of the outstanding voting securities of the Fund and unless also approved by the affirmative vote of a majority of Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting at such change. 9. Duration and Termination. (a) This Contract shall become effective as of the date first above written, and shall continue in effect for two years from such initial date and thereafter for successive periods of one year, subject to the provisions for termination (contained in Section 8 hereof and as provided below) and all of the other terms and conditions hereof, if: (i) such continuation shall be specifically approved at least annually by the vote of the majority of the Trustees of the Trust, including a majority of the Trustees who are not parties to this Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; and (ii) the Adviser shall not have notified the Subadviser in writing as provided in Subsection (b) below that it does not desire such continuation with respect to the Fund. This Contract may also be approved by the affirmative vote of a majority of the outstanding voting securities of the Fund, provided, however, that if the continuance of this Contract is submitted to the shareholders of the Fund for their approval, and should shareholders fail to approve such continuance of this Contract as provided herein, the Subadviser may continue to serve hereunder as to the Fund in a manner consistent with the 1940 Act and the rules and regulations thereunder. (b) The Trust or the Adviser may at any time terminate this Contract, without payment of any penalty, by not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser. Action of the Trust under this Subsection may be taken either (i) by vote of its Trustees or (ii) by the affirmative vote of a majority of the outstanding voting securities of the Fund. (c) The Subadviser may at any time terminate this Contract by not less than one hundred twenty (120) days' written notice delivered or mailed by registered mail, postage prepaid, to the Adviser. (d) Termination of this Contract pursuant to this Section shall be without payment of any penalty. In the event of termination of this Contract for any reason, the Subadviser shall, immediately upon notice of termination or on such later date as may be specified in such notice, cease all activity on behalf of the Portfolio and with respect to any of its assets, except as expressly directed by the Adviser. In addition, the Subadviser shall deliver the Fund's Books and Records to the Adviser by such means and in accordance with such schedule as the Adviser shall direct and shall otherwise cooperate, as reasonably directed by the Adviser, in the transition of portfolio assets management to any successors of the Subadviser, including the Adviser. 10. Certain Definitions. For the purposes of this Contract: (a) "Affirmative vote of a majority of the outstanding voting securities of the Fund" means the affirmative vote, at an annual or special meeting of shareholders of the Fund, duly called and held, (a) of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holder or more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present (in person or by proxy), or (b) of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. (b) "Interested persons" and "Assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. 11. Liability and Indemnification. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder (collectively, "Malfeasance"), the Subadviser shall not be subject to any liability to the Adviser or the Trust, to any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of, or connected with, rendering services hereunder. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws (collectively, the "Securities Laws"). 12. Jurisdiction. This Contract shall be governed by and construed to be consistent with the Advisory Contract and in accordance with substantive laws of the Commonwealth of Pennsylvania without reference to choice of law principals thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control. 13. Counterparts. This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14. Notices. Notices of any kind to be given to the Fund hereunder by the Subadviser shall be in writing and shall be duly given if delivered to the Fund and to its investment adviser at the following address: First Union National Bank of North Carolina, One First Union Center, Charlotte, NC 28288, with a copy to Federated Administrative Services, Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779 ATTN: Secretary, First Union Funds. Notices of any kind to be given if delivered to the Subadviser hereunder by the Fund shall be in writing and shall be duly given if delivered to Subadviser at 75 State Street, Boston, MA 02109, FAX (617)345-0665, ATTN: ____________. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as the date first above written. FIRST UNION NATIONAL BANK OF NORTH CAROLINA By ATTEST: Secretary President BOSTON INTERNATIONAL ADVISORS, INC. By ATTEST: Secretary President EX-99.DISTRIB.CONTCT 6 DISTRIBUTOR CONTRACT Exhibit 6(ii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit D THE FIRST UNION FUNDS First Union Emerging Markets Portfolio Trust Shares First Union International Equity Portfolio Trust Shares In consideration of the mutual covenants set forth in the Distributor's Contract dated November 29, 1993, between First Union Funds and Federated Securities Corp., First Union Funds executes and delivers this Exhibit on behalf of the Funds with respect to the separate Classes of shares thereof first set forth in this Exhibit. Witness the due execution hereof this day of , 19 . ATTEST: FIRST UNION FUNDS By: Secretary Vice President (SEAL) ATTEST: FEDERATED SECURITIES CORP. By: Assistant Secretary Vice President (SEAL) Exhibit 6(iii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit E FIRST UNION FUNDS First Union Emerging Markets Portfolio Class B Investment Shares First Union International Equity Portfolio Class B Investment Shares The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 29th day of November, 1993, between First Union Funds and Federated Securities Corp., with respect to the Classes of the Funds set forth above: 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the Classes. Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell shares of the above-listed Classes ("Shares"), at the current offering price thereof as described and set forth in the prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following eleven functions: (1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker or Administrator's premises; (2) account closings: the Broker or Administrator communicates account closings via computer terminals; (3) enter purchase transactions: purchase transactions are entered through the Broker or Administrator's own personal computer or through the use of a toll-free telephone number; (4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; (5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust Share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; (6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; (7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; (8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; (9) customer lists: the Broker or Administrator continuously provides names of potential customers; (10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and (11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services rendered pursuant to this Agreement, a maximum monthly fee computed at the annual rate of .75 of 1% of the average aggregate net asset value of the Class B Investment Shares of the Emerging Markets and International Equity portfolios. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 4. FSC will enter into a separate written agreement with various firms to provide certain of the services in Paragraph One, herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 5. FSC may sell, assign, pledge or hypothecate its rights to receive fees hereunder in order to finance payments of commissions for the sale of the Trust's Class B Investment Shares. It is understood that an assignee may not further sell, assign, pledge, or hypothecate such fees unless such sale, assignment, pledge or hypothecation has been approved by the vote of a majority of the Board of Trustees of the Trust, including a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such approval. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts paid to the various Brokers and Administrators and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated November 29, 1993, between First Union Funds and Federated Securities Corp., First Union Funds executes and delivers this Exhibit on behalf of the Funds and Classes first set forth in this Exhibit. Witness the due execution hereof this day of , 19 . ATTEST: FIRST UNION FUNDS By: Secretary Vice President (SEAL) ATTEST: FEDERATED SECURITIES CORP. By: Assistant Secretary Vice President (SEAL) Exhibit 6(iv) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit F FIRST UNION FUNDS First Union Emerging Markets Porfolio Class C Investment Shares First Union International Equity Portfolio Class C Investment Shares The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 29th day of November, 1993, between First Union Funds and Federated Securities Corp. with respect to the Classes of the Funds set forth above: 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the Classes. Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell shares of the above-listed Classes ("Shares"), at the current offering price thereof as described and set forth in the prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following eleven functions: (1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker or Administrator's premises; (2) account closings: the Broker or Administrator communicates account closings via computer terminals; (3) enter purchase transactions: purchase transactions are entered through the Broker or Administrator's own personal computer or through the use of a toll-free telephone number; (4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; (5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust Share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; (6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; (7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; (8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; (9) customer lists: the Broker or Administrator continuously provides names of potential customers; (10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and (11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services rendered pursuant to this Agreement, a maximum monthly fee computed at the annual rate of .75 of 1% of the average aggregate net asset value of the Class C Investment Shares of the Emerging Markets and International Equity portfolios. 4. FSC will enter into a separate written agreement with various Brokers and Administrators to provide certain of the services in Paragraph One, herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 5. FSC may sell, assign, pledge or hypothecate its rights to receive fees hereunder in order to finance payments of commissions for the sale of the Trust's Class C Investment Shares. It is understood that an assignee may not further sell, assign, pledge, or hypothecate such fees unless such sale, assignment, pledge or hypothecation has been approved by the vote of a majority of the Board of Trustees of the Trust, including a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such approval. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts paid to the various firms and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated November 29, 1993, between First Union Funds and Federated Securities Corp., First Union Funds executes and delivers this Exhibit on behalf of the Funds and Classes first set forth in this Exhibit. Witness the due execution hereof this day of , 19 . ATTEST: FIRST UNION FUNDS By: Secretary Vice President (SEAL) ATTEST: FEDERATED SECURITIES CORP. By: Assistant Secretary Vice President (SEAL) Exhibit 6(v) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit G FIRST UNION FUNDS First Union Balanced Portfolio Class D Investment Shares First Union Emerging Markets Portfolio Class D Investment Shares First Union Fixed Income Portfolio Class D Investment Shares First Union Florida Municipal Bond Portfolio Class D Investment Shares First Union Georgia Municipal Bond Portfolio Class D Investment Shares First Union High Grade Tax-Free Portfolio Class D Investment Shares First Union International Equity Portfolio Class D Investment Shares First Union North Carolina Municipal Bond Portfolio Class D Investment Shares First Union South Carolina Municipal Bond Portfolio Class D Investment Shares First Union U.S. Government Portfolio Class D Investment Shares First Union Utility Portfolio Class D Investment Shares First Union Value Portfolio Class D Investment Shares First Union Virginia Municipal Bond Portfolio Class D Investment Shares The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 29th day of November, 1993, between First Union Funds and Federated Securities Corp. with respect to the Classes of the Funds set forth above: 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the Classes. Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell shares of the above-listed Classes ("Shares"), at the current offering price thereof as described and set forth in the prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following eleven functions: (1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker or Administrator's premises; (2) account closings: the Broker or Administrator communicates account closings via computer terminals; (3) enter purchase transactions: purchase transactions are entered through the Broker or Administrator's own personal computer or through the use of a toll-free telephone number; (4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; (5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust Share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; (6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; (7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; (8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; (9) customer lists: the Broker or Administrator continuously provides names of potential customers; (10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and (11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services rendered pursuant to this Agreement, a maximum monthly fee computed at the annual rate of .75 of 1% of the average aggregate net asset value of the Class DC Investment Shares of the Balanced, Emerging Market, Fixed Income, Florida Municipal Bond, Georgia Municipal Bond, High Grade Tax-Free, International Equity, North Carolina Municipal Bond, South Carolina Municipal Bond, U.S. Government, Utilty, Value, and Virginia Municipal Bond portfolios. 4. FSC will enter into a separate written agreement with various Brokers and Administrators to provide certain of the services in Paragraph One, herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 5. FSC may sell, assign, pledge or hypothecate its rights to receive fees hereunder in order to finance payments of commissions for the sale of the Trust's Class C Investment Shares. It is understood that an assignee may not further sell, assign, pledge, or hypothecate such fees unless such sale, assignment, pledge or hypothecation has been approved by the vote of a majority of the Board of Trustees of the Trust, including a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such approval. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts paid to the various firms and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated November 29, 1993, between First Union Funds and Federated Securities Corp., First Union Funds executes and delivers this Exhibit on behalf of the Funds and Classes first set forth in this Exhibit. Witness the due execution hereof this day of , 19 . ATTEST: FIRST UNION FUNDS By: Secretary Vice President (SEAL) ATTEST: FEDERATED SECURITIES CORP. By: Assistant Secretary Vice President (SEAL) EX-99.DIST.PLAN 7 DISTRIBUTION PLAN Exhibit 15(i)(a) under Form N-1A Exhibit 1 under Item 601/Reg. S-K DISTRIBUTION PLAN OF FIRST UNION FUNDS FIRST UNION EMERGING MARKETS PORTFOLIO FIRST UNION INTERNATIONAL EQUITY PORTFOLIO CLASS B INVESTMENT SHARES Section 1. First Union Funds (Fund) may act as the distributor of securities of which it is the issuer, pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) according to the terms of this Distribution Plan (Plan). Section 2. The Fund may expend daily amounts at an annual rate of 0.75% of the average daily net asset value of each of its Emerging Markets and International Equity portfolios to finance any activity which is principally intended to result in the sale of shares of such Portfolio, including, without limitation, expenditures consisting of payments to a principal underwriter of the Fund (Principal Underwriter) in order (i) to enable the Principal Underwriter to pay or to have paid to others who sell Portfolio shares a maintenance or other fee, at such intervals as the Principal Underwriter may determine, in respect of Portfolio shares previously sold by any such others and remaining outstanding during the period in respect of which such fee is or has been paid; and/or (ii) to compensate the Principal Underwriter for its efforts in respect of sales of shares of the Portfolio since inception of the Plan. Section 3. This Plan shall not take effect with respect to a Portfolio until it has been approved together with any related agreements of the Fund by votes of a majority of both (a) the Board of Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan (Rule 12b-1 Trustees), cast in person at a meeting called for the purpose of voting on this Plan or such agreements. Section 4. Unless sooner terminated pursuant to Section 6, this Plan shall continue in effect with respect to each Portfolio for a period of one year from the date it takes effect and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3. Section 5. Any person authorized to direct the disposition of monies paid or payable by a Portfolio pursuant to this Plan or any related agreement shall provide to the Fund's Board and the Board shall review at least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. Section 6. This Plan may be terminated with respect to a Portfolio at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the Portfolio's outstanding shares. Section 7. Any agreement of the Fund related to this Plan shall be in writing, and shall provide: A. That such agreement may be terminated with respect to a Portfolio at any time without payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the Portfolio's outstanding shares on not more than sixty days written notice to any other party to the agreement; and B. That such agreement shall terminate automatically in the event of its assignment. Section 8. This Plan may not be amended to increase materially the amount of distribution expenses provided for in Section 2 hereof unless such amendment is approved by a vote of at least a majority (as defined in the 1940 Act) of the outstanding shares of each portfolio affected and no material amendment to this Plan shall be made unless approved in the manner provided for in Section 3 hereof. , 199 Exhibit 15(i)(c) under Form N-1A Exhibit 1 under Item 601/Reg. S-K DISTRIBUTION PLAN OF CLASS D INVESTMENT SHARES FIRST UNION FUNDS Section 1. First Union Funds (Fund) may act as the distributor of securities of which it is the issuer, pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) according to the terms of this Distribution Plan (Plan). Section 2. The Fund may expend daily amounts at an annual rate of 0.75% of the average daily net asset value of Class D Investment Shares of each of its Balanced, Fixed Income, Florida Municipal Bond, Georgia Municipal Bond, High Grade Tax Free, North Carolina Municipal Bond, South Carolina Municipal Bond, U.S. Government, Utility, Value, Virginia Municipal Bond, Emerging Markets and International Equity portfolios to finance any activity which is principally intended to result in the sale of shares of such Portfolios, including, without limitation, expenditures consisting of payments to a principal underwriter of the Fund (Principal Underwriter) in order (i) to enable the Principal Underwriter to pay for any activity primarily intended to result in the sale of Portfolio shares, including, without limitation, (a) compensation to public relations consultants or other persons assisting in distribution of shares of the Portfolios, (b) advertising, (c) printing and mailing of prospectuses and reports for distribution to persons other than existing shareholders, (d) preparation and distribution of advertising material and sales literature and (e) conducting public relations efforts such as seminars; (ii) to enable the Principal Underwriter to pay or to have paid to others who sell Portfolio shares a maintenance or other fee, at such intervals as the Principal Underwriter may determine, in respect of Portfolio shares previously sold by any such others and remaining outstanding during the period in respect of which such fee is or has been paid; and/or (iii) to compensate the Principal Underwriter for its efforts in respect of sales of shares of the Portfolio since inception of the Plan. Section 3. This Plan shall not take effect with respect to a Portfolio until it has been approved together with any related agreements of the Fund by votes of a majority of both (a) the Board of Trustees of the Fund and (b) those Trustees of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan (Rule 12b-1 Trustees), cast in person at a meeting called for the purpose of voting on this Plan or such agreements. Section 4. Unless sooner terminated pursuant to Section 5, this Plan shall continue in effect with respect to each Portfolio for a period of one year from the date it takes effect and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3. Section 5. Any person authorized to direct the disposition of monies paid or payable by a Portfolio pursuant to this Plan or any related agreement shall provide to the Fund's Board and the Board shall review at least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made. Section 6. This Plan may be terminated with respect to a Portfolio at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the Portfolio's outstanding shares. Section 7. Any agreement of the Fund related to this Plan shall be in writing, and shall provide: A. That such agreement may be terminated with respect to a Portfolio at any time without payment of any penalty, by vote of a majority of the Rule 12b-1 Trustees or by a vote of a majority of the Portfolio's outstanding shares on not more than sixty days written notice to any other party to the agreement; and B. That such agreement shall terminate automatically in the event of its assignment. Section 8. This Plan may not be amended to increase materially the amount of distribution expenses provided for in Section 2 hereof unless such amendment is approved by a vote of at least a majority (as defined in the 1940 Act) of the outstanding shares of each portfolio affected and no material amendment to this Plan shall be made unless approved in the manner provided for in Section 3 hereof. , 199 EXHIBIT A to the Plan First Union Funds First Union Balanced Portfolio Class D Investment Shares First Union Fixed Income Portfolio Class D Investment Shares First Union Florida Municipal Bond Portfolio Class D Investment Shares First Union Georgia Municipal Bond Portfolio Class D Investment Shares First Union High Grade Tax Free Portfolio Class D Investment Shares First Union North Carolina Municipal Bond Portfolio Class D Investment Shares First Union South Carolina Municipal Bond Portfolio Class D Investment Shares First Union U.S. Government Portfolio Class D Investment Shares First Union Utility Portfolio Class D Investment Shares First Union Value Portfolio Class D Investment Shares First Union Virginia Municipal Bond Portfolio Class D Investment Shares First Union Emerging Markets Portfolio Class D Investment Shares First Union International Equity Portfolio Class D Investment Shares This Plan is adopted by First Union Funds with respect to the Class of Shares of the portfolio(s) of the Trust set forth above. In compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of .75 of 1% of the average aggregate net asset value of the Class D Investment Shares of the Balanced, Fixed Income, Florida Municipal Bond, Georgia Municipal Bond, High Grade Tax Free, North Carolina Municipal Bond, South Carolina Municipal Bond, U.S. Government, Utility, Value, Virginia Municipal Bond, Emerging Markets, and International Equity Portfolios held during the month. EX-99.DIST.PLAN 8 DISTRIBUTION PLAN Exhibit 15(i)(b)(i) under Form N-1A Exhibit 1 under Item 601/Reg. S-K EXHIBIT E to the Class C Investment Shares Distribution Plan First Union Funds First Union Emerging Markets Portfolio Class C Investment Shares First Union International Equity Portfolio Class C Investment Shares This Plan is adopted by First Union Funds with respect to the Class of Shares of the portfolio(s) of the Trust set forth above. In compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of .75 of 1% of the average aggregate net asset value of the Class C Investment Shares of the First Union Emerging Markets Portfolio and First Union International Equity Portfolio held during the month. Witness the due execution hereof this ___ day of __________, 19__. First Union Funds By: President EX-99.SH.SERV.AGRR 9 SHAREHOLDER SERVICE AGREEMENT Exhibit 9(ii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K SHAREHOLDER SERVICES AGREEMENT This Agreement is made between the Financial Institution executing this Agreement ("Provider") and the First Union Funds (the "Trust") on behalf of the classes or portfolios listed in Exhibit A hereto (the "Funds"). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. The Trust hereby appoints Provider to render or cause to be rendered personal services to shareholders of the Funds and/or the maintenance of accounts of shareholders of the Funds ("Services"). Provider agrees to provide Services which, in its best judgment, are necessary or desirable for its customers who are investors in the Funds. Provider further agrees to provide the Trust, upon request, a written description of the Services which Provider is providing hereunder. 2. During the term of this Agreement, the Funds will pay the Provider fees as set forth in a written schedule delivered to the Provider pursuant to this Agreement. The fee schedule for Provider may be changed by the Trust sending a new fee schedule to Provider pursuant to Paragraph 9 of this Agreement. For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect during the quarter. To enable the Funds to comply with an applicable exemptive order, Provider represents that the fees received pursuant to this Agreement will be disclosed to its customers, will be authorized by its customers, and will not result in an excessive fee to the Provider. 3. The Provider understands that the Department of Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets from receiving shareholder service fees or other compensation from funds in which the fiduciary's discretionary ERISA assets are invested. To date, the Department of Labor has not issued any exemptive order or advisory opinion that would exempt fiduciaries from this interpretation. Without specific authorization from the Department of Labor, fiduciaries should carefully avoid investing discretionary assets in any fund pursuant to an arrangement where the fiduciary is to be compensated by the fund for such investment. Receipt of such compensation could violate ERISA provisions against fiduciary self- dealing and conflict of interest and could subject the fiduciary to substantial penalties. 4. The Provider agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future, any proxies from the shareholders of a Fund in opposition to proxies solicited by management of the Trust, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Trustees of the Trust constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This paragraph 4 will survive the term of this Agreement. 5. This Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Board of each Trust, including a majority of the members of the Board of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the Trust's Plan or in any related documents to the Plan ("Disinterested Board Members") cast in person at a meeting called for that purpose. 6. Notwithstanding paragraph 5, this Agreement may be terminated as follows: (a) at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Board Members of the Trust or by a vote of a majority of the outstanding voting securities of the Trust as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (b) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; and (c) by either party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. 7. The Provider agrees to obtain any taxpayer identification number certification from its customers required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide the Fund or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding. 8. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or shareholders of the Trust. 9. Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if delivered to Provider at the address set forth below and if delivered to the Trust at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President. 10. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Sections 5 and 6, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder. 11. This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. 12. This Agreement shall not be assigned by any party without the prior written consent of the Trust in the case of assignment by Provider, or of Provider in the case of assignment by the Trust, except that any party may assign to a successor all of or a substantial portion of its business to a party controlling, controlled by, or under common control with such party. 13. This Agreement may be amended by the Trust from time to time by the following procedure. The Trust will mail a copy of the amendment to the Provider's address, as shown below. If the Provider does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. The Provider's objection must be in writing and be received by the Trust within such thirty days. 14. This Agreement may be terminated with regard to a particular Portfolio or Class at any time, without the payment of any penalty, by the Trust or by the vote of a majority of the Disinterested Trustees, or by a majority of the outstanding voting securities of the particular Portfolio or Class on not more than sixty (60) days' written notice to the Provider. This Agreement may be terminated by Provider on sixty (60) days' written notice to the Trust. [Provider] Address City State Zip Code Dated: By: Authorized Signature Title Print Name of Authorized Signature FIRST UNION FUNDS Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: Vice President EXHIBIT A to Shareholder Services Agreement with FIRST UNION FUNDS Funds covered by this Agreement: First Union Balanced Portfolio Class C Investment Shares Class D Investment Shares First Union Emerging Markets Portfolio Class C Investment Shares Class D Investment Shares First Union Fixed Income Portfolio Class C Investment Shares Class D Investment Shares First Union Florida Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union Georgia Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union High Grade Tax Free Portfolio Class C Investment Shares Class D Investment Shares First Union International Equity Portfolio Class C Investment Shares Class D Investment Shares First Union North Carolina Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union South Carolina Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union U.S. Government Portfolio Class C Investment Shares Class D Investment Shares First Union Utility Portfolio Class C Investment Shares Class D Investment Shares First Union Value Portfolio Class C Investment Shares Class D Investment Shares First Union Virginia Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares Shareholder Service Fees 1. During the term of this Agreement, the Portfolios or Classes listed above will pay Provider a quarterly fee. This fee will be computed at the annual rate of .75 of 1% of the average net asset value of shares of the Portfolio or Class held during the quarter in accounts for which the Provider provides Services under this Agreement. 2. For the quarterly period in which the Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the quarter. EX-99.SHR.SERV.PLN 10 SHAREHOLDER SERVICE PLAN Exhibit 9(i) under Form N-1A Exhibit 10 under Item 601/Reg. S-K FIRST UNION FUNDS SHAREHOLDER SERVICES PLAN This Shareholder Services Plan ("Plan") is adopted as of this __ day of _________, 19__, by the Board of Trustees of First Union Funds (the "Fund"), a Massachusetts business trust with respect to certain classes of shares ("Classes") of the portfolios of the Trust ("the Portfolios") set forth in exhibits hereto. 1. This Plan is adopted to allow the Fund to make payments as contemplated herein to obtain certain personal services for shareholders and/or the maintenance of shareholder accounts ("Services"). 2. This Plan is designed to compensate broker/dealers and other participating financial institutions and other persons ("Providers") for providing services to the Fund and its shareholders. In compensation for the services provided pursuant to this Plan, Providers will be paid a monthly fee computed at the annual rate not to exceed .25 of 1% of the average aggregate net asset value of the shares of the Fund held during the month. 3. Any payments made by the Portfolios to any Provider pursuant to this Plan will be made pursuant to the "Shareholder Services Agreement" entered into by the Fund on behalf of the Portfolios or Classes and the Provider. 4. The Fund has the right (i) to select, in its sole discretion, the Providers to participate in the Plan and (ii) to terminate without cause and in its sole discretion any Shareholder Services Agreement. 5. Quarterly in each year that this Plan remains in effect, Provider shall prepare and furnish to the Board of Trustees of the Fund, and the Board of Trustees shall review, a written report of the amounts expended under the Plan. 6. This Plan shall become effective (i) after approval by majority votes of: (a) the Fund's Board of Trustees; and (b) the members of the Board of the Trust who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the Trust's Plan or in any related documents to the Plan ("Disinterested Trustees"), cast in person at a meeting called for the purpose of voting on the Plan; and (ii) upon execution of an exhibit adopting this Plan. 7. This Plan shall remain in effect with respect to each Class presently set forth on an exhibit and any subsequent Classes added pursuant to an exhibit during the initial year of this Plan for the period of one year from the date set forth above and may be continued thereafter if this Plan is approved with respect to each Class at least annually by a majority of the Trust's Board of Trustees and a majority of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Plan. If this Plan is adopted with respect to a class after the first annual approval by the Trustees as described above, this Plan will be effective as to that Class upon execution of the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and will continue in effect until the next annual approval of this Plan by the Trustees and thereafter for successive periods of one year subject to approval as described above. 8. All material amendments to this Plan must be approved by a vote of the Board of Trustees of the Fund and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on it. 9. This Plan may be terminated at any time by: (a) a majority vote of the Disinterested Trustees; or (b) a vote of a majority of the outstanding voting securities of the Fund as defined in Section 2(a)(42) of the Act. 10. While this Plan shall be in effect, the selection and nomination of Disinterested Trustees of the Fund shall be committed to the discretion of the Disinterested Trustees then in office. 11. All agreements with any person relating to the implementation of this Plan shall be in writing and any agreement related to this Plan shall be subject to termination, without penalty, pursuant to the provisions of Paragraph 9 herein. 12. This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. Witness the due execution hereof this __________. FIRST UNION FUNDS By: President EXHIBIT A to the Plan FIRST UNION FUNDS First Union Balanced Portfolio Class C Investment Shares Class D Investment Shares First Union Emerging Markets Portfolio Class C Investment Shares Class D Investment Shares First Union Fixed Income Portfolio Class C Investment Shares Class D Investment Shares First Union Florida Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union Georgia Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union High Grade Tax Free Portfolio Class C Investment Shares Class D Investment Shares First Union International Equity Portfolio Class C Investment Shares Class D Investment Shares First Union North Carolina Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union South Carolina Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares First Union U.S. Government Portfolio Class C Investment Shares Class D Investment Shares First Union Utility Portfolio Class C Investment Shares Class D Investment Shares First Union Value Portfolio Class C Investment Shares Class D Investment Shares First Union Virginia Municipal Bond Portfolio Class C Investment Shares Class D Investment Shares This Plan is adopted by First Union Funds with respect to the Class of Shares of the portfolios of the Trust set forth above. In compensation for the services provided pursuant to this Plan, Providers will be paid a monthly fee computed at the annual rate of .25 of 1% of the average aggregate net asset value of the Class C or D Investment Shares of the relevant portfolios held during the month. Witness the due execution hereof this ____ day of ________, 19__. FIRST UNION FUNDS By: President EX-99.CUST.CONTRACT 11 CUSTODIAN CONTRACT Exhibit 8 under Form N-1A Exhibit 10 under Item 601/Reg. S-K CUSTODIAN CONTRACT Between THE SALEM FUNDS and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS Page 1. Employment of Custodian and Property to be Held by It............ 1 2. Duties of the Custodian With Respect to Property of the Funds Held by the Custodian............................... 1 2.1 Holding Securities........................................ 1 2.2 Delivery of Securities.................................... 2 2.3 Registration of Securities................................ 4 2.4 Bank Accounts............................................. 4 2.5 Payments for Shares....................................... 4 2.6 Availability of Federal Funds............................. 4 2.7 Collection of Income...................................... 5 2.8 Payment of Fund Moneys.................................... 5 2.9 Liability for Payment in Advance of Receipt of Securities Purchased........................... 6 2.10 Payments for Repurchases or Redemptions of Shares of a Fund....................................... 6 2.11 Appointment of Agents..................................... 6 2.12 Deposit of Fund Assets in Securities System............... 7 2.13 Segregated Account........................................ 8 2.14 Joint Repurchase Agreements............................... 8 2.15 Ownership Certificates for Tax Purposes................... 8 2.16 Proxies................................................... 9 2.17 Communications Relating to Fund Portfolio Securities...... 9 2.18 Proper Instructions....................................... 9 2.19 Actions Permitted Without Express Authority............... 9 2.20 Evidence of Authority.....................................10 3. Duties of Custodian With Respect to the Books of Account and Calculation of Net Asset Value and Net Income....................10 4. Records..........................................................10 5. Opinion of Funds' Independent Accountants........................11 6. Reports to Trust by Independent Public Accountants...............11 7. Compensation of Custodian........................................11 8. Responsibility of Custodian......................................11 9. Effective Period, Termination and Amendment......................13 10. Successor Custodian..............................................13 11. Interpretive and Additional Provisions...........................14 12. Massachusetts Law to Apply.......................................14 13. Notices..........................................................14 14. Counterparts.....................................................14 15. Limitations of Liability.........................................15 CUSTODIAN CONTRACT This Contract between The Salem Funds, a Massachusetts business trust organized and existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779 hereinafter called the "Trust", and STATE STREET BANK AND TRUST COMPANY, a Massachusetts corporation, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the "Custodian", WITNESSETH: That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. Employment of Custodian and Property to be Held by It The Trust hereby employs the Custodian as the custodian of the assets of each of its portfolios (hereinafter collectively called the "Funds" and individually referred to as a "Fund") of the Trust listed in Exhibit A hereto. Except as otherwise expressly provided herein, the securities and other assets of each of the Funds shall be segregated from the assets of each of the other Funds and from all other persons and entities. The Trust will deliver to the Custodian all securities and cash owned by the Funds and all payments of income, payments of principal or capital distributions received by them with respect to all securities owned by the Funds from time to time, and the cash consideration received by them for shares ("Shares") of beneficial interest of the Funds as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Funds held or received by the Funds and not delivered to the Custodian. Upon receipt of "Proper Instructions" (within the meaning of Section 2.18), the Custodian shall from time to time employ one or more sub- custodians upon the terms specified in the Proper Instructions, provided that the Custodian shall have no more or less responsibility or liability to the Trust or any of the Funds on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. 2. Duties of the Custodian With Respect to Property of the Funds Held by the Custodian 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property, including all securities owned by each Fund, other than securities which are maintained pursuant to Section 2.12 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System", or securities which are subject to a joint repurchase agreement with affiliated funds pursuant to Section 2.14. The Custodian shall maintain records of all receipts, deliveries and locations of such securities, together with a current inventory thereof, and shall conduct periodic physical inspections of certificates representing stocks, bonds and other securities held by it under this Contract in such manner as the Custodian shall determine from time to time to be advisable in order to verify the accuracy of such inventory. With respect to securities held by any agent appointed pursuant to Section 2.11 hereof, and with respect to securities held by any sub-custodian appointed pursuant to Section 1 hereof, the Custodian may rely upon certificates from such agent as to the holdings of such agent and from such sub-custodian as to the holdings of such sub-custodian, it being understood that such reliance in no way relieves the Custodian of its responsibilities under this Contract. The Custodian will promptly report to the Trust the results of such inspections, indicating any shortages or discrepancies uncovered thereby, and take appropriate action to remedy any such shortages or discrepancies. 2.2 Delivery of Securities. The Custodian shall release and deliver securities owned by a Fund held by the Custodian or in a Securities System account of the Custodian only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: (1) Upon sale of such securities for the account of a Fund and receipt of payment therefor; (2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Trust; (3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.12 hereof; (4) To the depository agent in connection with tender or other similar offers for portfolio securities of a Fund, in accordance with the provisions of Section 2.17 hereof; (5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; (6) To the issuer thereof, or its agent, for transfer into the name of a Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.11 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; (7) Upon the sale of such securities for the account of a Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery custom"; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own failure to act in accordance with the standard of reasonable care or any higher standard of care imposed upon the Custodian by any applicable law or regulation if such above-stated standard of reasonable care were not part of this Contract; (8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; (9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; (10) For delivery in connection with any loans of portfolio securities of a Fund, but only against receipt of adequate collateral in the form of (a) cash, in an amount specified by the Trust, (b) certificated securities of a description specified by the Trust, registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer, or (c) securities of a description specified by the Trust, transferred through a Securities System in accordance with Section 2.12 hereof; (11) For delivery as security in connection with any borrowings requiring a pledge of assets by a Fund, but only against receipt of amounts borrowed, except that in cases where additional collateral is required to secure a borrowing already made, further securities may be released for the purpose; (12) For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions for a Fund; (13) For delivery in accordance with the provisions of any agreement among the Trust, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transaction for a Fund; (14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for a Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, in satisfaction of requests by holders of Shares for repurchase or redemption; and (15) For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Executive Committee of the Trust on behalf of a Fund signed by an officer of the Trust and certified by its Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made. 2.3 Registration of Securities. Securities held by the Custodian (other than bearer securities) shall be registered in the name of a particular Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Trust has authorized in writing the appointment of a nominee to be used in common with other registered investment companies affiliated with the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.11 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of a Fund under the terms of this Contract shall be in "street name" or other good delivery form. 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the name of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of each Fund, other than cash maintained in a joint repurchase account with other affiliated funds pursuant to Section 2.14 of this Contract or by a particular Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for a Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Board of Trustees of the Trust. Such funds shall be deposited by the Custodian in its capacity as Custodian for the Fund and shall be withdrawable by the Custodian only in that capacity. If requested by the Trust, the Custodian shall furnish the Trust, not later than twenty (20) days after the last business day of each month, an internal reconciliation of the closing balance as of that day in all accounts described in this section to the balance shown on the daily cash report for that day rendered to the Trust. 2.5 Payments for Shares. The Custodian shall make such arrangements with the Transfer Agent of each Fund, as will enable the Custodian to receive the cash consideration due to each Fund and will deposit into each Fund's account such payments as are received from the Transfer Agent. The Custodian will provide timely notification to the Trust and the Transfer Agent of any receipt by it of payments for Shares of the respective Fund. 2.6 Availability of Federal Funds. Upon mutual agreement between the Trust and the Custodian, the Custodian shall make federal funds available to the Funds as of specified times agreed upon from time to time by the Trust and the Custodian in the amount of checks, clearing house funds, and other non-federal funds received in payment for Shares of the Funds which are deposited into the Funds' accounts. 2.7 Collection of Income. (1) The Custodian shall collect on a timely basis all income and other payments with respect to registered securities held hereunder to which each Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to each Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The collection of income due the Funds on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Trust. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Trust with such information or data as may be necessary to assist the Trust in arranging for the timely delivery to the Custodian of the income to which each Fund is properly entitled. (2) The Custodian shall promptly notify the Trust whenever income due on securities is not collected in due course and will provide the Trust with monthly reports of the status of past due income. 2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of each Fund in the following cases only: (1) Upon the purchase of securities, futures contracts or options on futures contracts for the account of a Fund but only (a) against the delivery of such securities, or evidence of title to futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer, (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.12 hereof or (c) in the case of repurchase agreements entered into between the Trust and any other party, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase for the account of the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund; (2) In connection with conversion, exchange or surrender of securities owned by a Fund as set forth in Section 2.2 hereof; (3) For the redemption or repurchase of Shares of a Fund issued by the Trust as set forth in Section 2.10 hereof; (4) For the payment of any expense or liability incurred by a Fund, including but not limited to the following payments for the account of the Fund: interest; taxes; management, accounting, transfer agent and legal fees; and operating expenses of the Fund, whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; (5) For the payment of any dividends on Shares of a Fund declared pursuant to the governing documents of the Trust; (6) For payment of the amount of dividends received in respect of securities sold short; (7) For any other proper purpose, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Executive Committee of the Trust on behalf of a Fund signed by an officer of the Trust and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made. 2.9 Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of securities for the account of a Fund is made by the Custodian in advance of receipt of the securities purchased, in the absence of specific written instructions from the Trust to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian. 2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From such funds as may be available for the purpose of repurchasing or redeeming Shares of a Fund, but subject to the limitations of the Declaration of Trust and any applicable votes of the Board of Trustees of the Trust pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of shares of such Fund who have delivered to the Transfer Agent a request for redemption or repurchase of their shares including without limitation through bank drafts, automated clearinghouse facilities, or by other means. In connection with the redemption or repurchase of Shares of the Funds, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. 2.11 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, and any applicable state law or regulation, to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. 2.12 Deposit of Fund Assets in Securities System. The Custodian may deposit and/or maintain securities owned by the Funds in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: (1) The Custodian may keep securities of each Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; (2) The records of the Custodian with respect to securities of the Funds which are maintained in a Securities System shall identify by book-entry those securities belonging to each Fund; (3) The Custodian shall pay for securities purchased for the account of each Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of a Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of a Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Trust at its request. Upon request, the Custodian shall furnish the Trust confirmation of each transfer to or from the account of a Fund in the form of a written advice or notice and shall furnish to the Trust copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of a Fund. (4) The Custodian shall provide the Trust with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System; (5) The Custodian shall have received the initial certificate, required by Section 9 hereof; (6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Trust for any loss or damage to a Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Trust, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that a Fund has not been made whole for any such loss or damage. (7) The authorization contained in this Section 2.12 shall not relieve the Custodian from using reasonable care and diligence in making use of any Securities System. 2.13 Segregated Account. The Custodian shall upon receipt of Proper Instructions establish and maintain a segregated account or accounts for and on behalf of each Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.12 hereof, (i) in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions for a Fund, (ii) for purpose of segregating cash or government securities in connection with options purchased, sold or written for a Fund or commodity futures contracts or options thereon purchased or sold for a Fund, (iii) for the purpose of compliance by the Trust or a Fund with the procedures required by any release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper corporate purposes, but only, in the case of clause (iv), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Trust and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes. 2.14 Joint Repurchase Agreements. Upon the receipt of Proper Instructions, the Custodian shall deposit and/or maintain any assets of a Fund and any affiliated funds which are subject to joint repurchase transactions in an account established solely for such transactions for the Fund and its affiliated funds. For purposes of this Section 2.14, "affiliated funds" shall include all investment companies and their portfolios for which subsidiaries or affiliates of Federated Investors, Inc. serve as investment advisers. The requirements of segregation set forth in Section 2.1 shall be deemed to be waived with respect to such assets. 2.15 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of a Fund held by it and in connection with transfers of securities. 2.16 Proxies. The Custodian shall, with respect to the securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of a Fund or a nominee of a Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such securities. 2.17 Communications Relating to Fund Portfolio Securities. The Custodian shall transmit promptly to the Trust all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Trust all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Trust desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Trust shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. However, the Custodian shall nevertheless exercise its best efforts to take such action in the event that notification is received three business days or less prior to the date on which action is required. 2.18 Proper Instructions. Proper Instructions as used throughout this Section 2 means a writing signed or initialled by one or more person or persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved. The Trust shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Trustees of the Trust accompanied by a detailed description of procedures approved by the Board of Trustees, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Trustees and the Custodian are satisfied that such procedures afford adequate safeguards for a Fund's assets. 2.19 Actions Permitted Without Express Authority. The Custodian may in its discretion, without express authority from the Trust: (1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the Trust in such form that it may be allocated to the affected Fund; (2) surrender securities in temporary form for securities in definitive form; (3) endorse for collection, in the name of a Fund, checks, drafts and other negotiable instruments; and (4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of each Fund except as otherwise directed by the Trust. 2.20 Evidence of Authority. The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed on behalf of a Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Trustees of the Trust as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination of or any action by the Board of Trustees pursuant to the Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. 3. Duties of Custodian With Respect to the Books of Account and Calculation of Net Asset Value and Net Income The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees of the Trust to keep the books of account of each Fund and/or compute the net asset value per share of the outstanding Shares of each Fund or, if directed in writing to do so by the Trust, shall itself keep such books of account and/or compute such net asset value per share. If so directed, the Custodian shall also calculate daily the net income of a Fund as described in the Fund's currently effective prospectus and shall advise the Trust and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Trust to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of a Fund shall be made at the time or times described from time to time in the Fund's currently effective prospectus. 4. Records The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Trust and the Funds under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable. All such records shall be the property of the Trust and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Trust and employees and agents of the Securities and Exchange Commission. In the event of termination of this Contract, the Custodian will deliver all such records to the Trust, to a successor Custodian, or to such other person as the Trust may direct. The Custodian shall, at the Trust's request, supply the Trust with a tabulation of securities owned by a Fund and held by the Custodian and shall, when requested to do so by the Trust and for such compensation as shall be agreed upon between the Trust and the Custodian, include certificate numbers in such tabulations. 5. Opinion of Funds' Independent Accountants The Custodian shall take all reasonable action, as the Trust may from time to time request, to obtain from year to year favorable opinions from each Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's registration statement, periodic reports, or any other reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission. 6. Reports to Trust by Independent Public Accountants The Custodian shall provide the Trust, at such times as the Trust may reasonably require, with reports by independent public accountants for each Fund on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian for the Fund under this Contract; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Trust, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. 7. Compensation of Custodian The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Trust and the Custodian. 8. Responsibility of Custodian The Custodian shall be held to a standard of reasonable care in carrying out the provisions of this Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust and be without liability for any action taken or thing done by it in carrying out the terms and provisions of this Contract in accordance with the above standards. In order that the indemnification provisions contained in this Section 8 shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or save the Custodian harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Trust shall have the option to defend the Custodian against any claim which may be the subject of this indemnification, and in the event that the Trust so elects it will so notify the Custodian and thereupon the Trust shall take over complete defense of the claim, and the Custodian shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise in any case in which the Trust will be asked to indemnify the Custodian except with the Trust's prior written consent. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. If the Trust requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to a Fund being liable for the payment of money or incurring liability of some other form, the Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, to provide indemnity to the Custodian in an amount and form satisfactory to the Custodian. Subject to the limitations set forth in Section 15 hereof, the Trust agrees to indemnify and hold harmless the Custodian and its nominee from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) (referred to herein as authorized charges) incurred or assessed against it or its nominee in connection with the performance of this Contract, except such as may arise from it or its nominee's own failure to act in accordance with the standard of reasonable care or any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of reasonable care were not part of this Contract. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the Fund by the Custodian, in an amount not to exceed 10 percent of the Fund's gross assets, the specific securities to be designated in writing from time to time by the Trust or the Fund's investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to use available cash and to dispose of pledged securities and property as is necessary to repay any such advances. 9. Effective Period, Termination and Amendment This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section 2.12 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Trusthas approved the initial use of a particular Securities System as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provided further, however, that the Trust shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Trust may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Trust shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. 10. Successor Custodian If a successor custodian shall be appointed by the Board of Trustees of the Trust, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder for each Fund and shall transfer to separate accounts of the successor custodian all of each Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Trustees of the Trust, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract for each Fund and to transfer to separate accounts of such successor custodian all of each Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Trust to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. 11. Interpretive and Additional Provisions In connection with the operation of this Contract, the Custodian and the Trust may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Declaration of Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract. 12. Massachusetts Law to Apply This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts. 13. Notices Except as otherwise specifically provided herein, Notices and other writings delivered or mailed postage prepaid to the Trust at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Custodian at 225 Franklin Street, Boston, Massachusetts, 02110, or to such other address as the Trust or the Custodian may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address. 14. Counterparts This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original. 15. Limitations of Liability The Custodian is expressly put on notice of the limitation of liability as set forth in Article XI of the Declaration of Trust and agrees that the obligations and liabilities assumed by the Trust and any Fund pursuant to this Contract, including, without limitation, any obligation or liability to indemnify the Custodian pursuant to Section 8 hereof, shall be limited in any case to the relevant Fund and its assets and that the Custodian shall not seek satisfaction of any such obligation from the shareholders of the relevant Fund, from any other Fund or its shareholders or from the Trustees, Officers, employees or agents of the Trust, or any of them. In addition, in connection with the discharge and satisfaction of any claim made by the Custodian against the Trust, for whatever reasons, involving more than one Fund, the Trust shall have the exclusive right to determine the appropriate allocations of liability for any such claim between or among the Funds. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 17th day of July, 1990. ATTEST: THE SALEM FUNDS By ATTEST STATE STREET BANK AND TRUST COMPANY By Assistant Secretary Vice President Exhibit A TRANSFER AGENCY AND SERVICES AGREEMENT PORTFOLIOS OF THE SALEM FUNDS THE SALEM FUNDS (the "Trust) consists of the following portfolios (the "Funds) and classes of shares (the "Classes"): The Salem Fixed Income Portfolio Investment Shares Trust Shares The Salem Growth Portfolio Investment Shares Trust Shares The Salem Money Market Portfolio Investment Shares Trust Shares The Salem Tax Free Money Market Portfolio Investment Shares Trust Shares The Salem Tax Free Portfolio Investment Shares Trust Shares Amendment No. 1 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF THE SALEM FUNDS This Exhibit A is hereby amended to include the following portfolios (the "Funds") and classes of shares thereof (the "Classes") which are part of The Salem Funds (the "Trust") effective as of the date set forth below: Name The Salem Treasury Money Market Portfolio Investment Shares Trust Shares THE SALEM FUNDS Name:/s/ Jeffrey W. Sterling Date: October 15, 1990 STATE STREET BANK AND TRUST COMPANY Name:/s/ Frank Sidoti, Jr. Date: October 15, 1990 Amendment No. 2 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF THE SALEM FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Class of shares thereof (the "Class) which are part of The Salem Funds (the "Trust") effective as of the date set forth below: Name The Salem Balanced Portfolio Investment Shares Trust Shares The Salem Managed Bond Fund Portfolio Investment Shares Trust Shares THE SALEM FUNDS Name:/s/ Jeffrey W. Sterling Date: January 2, 1991 STATE STREET BANK AND TRUST COMPANY Name:/s/ Frank Sidoti, Jr. Date: January 2, 1991 Amendment No. 3 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF THE SALEM FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Class of shares thereof (the "Class) which are part of The Salem Funds (the "Trust") effective as of the date set forth below: Name The Salem Insured Tax-Free Portfolio Investment Shares Trust Shares THE SALEM FUNDS Name:/s/ Jeffrey W. Sterling Date: January 9, 1992 STATE STREET BANK AND TRUST COMPANY Name:/s/ Frank Sidoti, Jr. Date: March 19, 1992 Exhibit #8 under Form N-1A Exhibit #10 under 601/Reg S-K Amendment No. 4 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF THE SALEM FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Class of shares thereof (the "Class) which are part of The Salem Funds (the "Trust") effective as of the date set forth below: Name The Salem U.S. Government Portfolio Class B Investment Shares Trust Shares The Salem North Carolina Municipal Bond Portfolio Class B Investment Shares Trust Shares THE SALEM FUNDS Name:/s/ Jeffrey W. Sterling Date: December 28, 1992 STATE STREET BANK AND TRUST COMPANY Name:/s/ Michael E. Hagerty Vice President Date: December 28, 1992 Amendment No. 5 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF THE SALEM FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Class of shares thereof (the "Class) which are part of The Salem Funds (the "Trust") effective as of the date set forth below: Name The Salem Balanced Portfolio Class C Investment Shares The Salem Fixed Income Portfolio Class C Investment Shares The Salem Managed Bond Portfolio Class C Investment Shares The Salem Insured Tax Free Portfolio Class C Investment Shares The Salem Value Portfolio Class C Investment Shares The Salem U.S. Government Portfolio Class C Investment Shares The Salem North Carolina Municipal Bond Portfolio Class C Investment Shares THE SALEM FUNDS Name:/s/ Jeffrey W. Sterling Date: December 28, 1992 STATE STREET BANK AND TRUST COMPANY Name:/s/ Michael E. Hagerty Vice President Date: December 28, 1992 Amendment No. 6 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF FIRST UNION FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Class of shares thereof (the "Class) which are part of First Union Funds (the "Trust") effective as of the date set forth below: Name First Union Virginia Municipal Bond Portfolio Class B Investment Shares Class C Investment Shares Trust Shares First Union Georgia Municipal Bond Portfolio Class B Investment Shares Class C Investment Shares Trust Shares First Union Florida Municipal Bond Portfolio Class B Investment Shares Class C Investment Shares Trust Shares FIRST UNION FUNDS Name:/s/E. C. Gonzales President Date: April 22, 1993 STATE STREET BANK AND TRUST COMPANY Name:/s/Ronald E. Logue Executive Vice President Date: April 22, 1993 Amendment No. 7 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF FIRST UNION FUNDS This Exhibit A is hereby amended to include the following portfolio (the "Fund") and Classes of shares thereof (the "Classes") which are part of First Union Funds (the "Trust"), effective as of the date set forth below: Name First Union South Carolina Municipal Bond Portfolio Trust Shares Class B Investment Shares Class C Investment Shares FIRST UNION FUNDS Name:/s/E. C. Gonzales Date: April 22, 1993 STATE STREET BANK AND TRUST COMPANY Name:/s/Ronald E. Logue Date: April 22, 1993 Amendment No. 8 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF FIRST UNION FUNDS This Exhibit A is hereby amended to include the following portfolios (the "Funds") and Classes of shares thereof (the "Classes") which are part of First Union Funds (the "Trust"), effective as of the date set forth below: Name First Union Utility Portfolio Trust Shares Class B Investment Shares Class C Investment Shares First Union Money Market Portfolio Class C Investment Shares First Union Treasury Money Market Portfolio Class C Investment Shares First Union Tax-Free Money Market Portfolio Class C Investment Shares FIRST UNION FUNDS Name:/s/E. C. Gonzales Date: October 9, 1993 STATE STREET BANK AND TRUST COMPANY Name:/s/Ronald E. Logue Date: October 9, 1993 Amendment No. 9 to Exhibit A CUSTODIAN CONTRACT PORTFOLIOS OF FIRST UNION FUNDS This Exhibit A is hereby amended to include the following portfolios (the "Funds") and Classes of shares thereof (the "Classes") which are part of First Union Funds (the "Trust"), effective as of the date set forth below: Name First Union Balanced Portfolio Class D Investment Shares Trust Shares First Union Emerging Markets Portfolio Class B Investment Shares Class C Investment Shares Class D Investment Shares Trust Shares First Union Fixed Income Portfolio Class D Investment Shares First Union Florida Municipal Bond Portfolio Class D Investment Shares First Union Georgia Municipal Bond Portfolio Class D Investment Shares First Union High Grade Tax-Free Portfolio Class D Investment Shares First Union International Equity Portfolio Class B Investment Shares Class C Investment Shares Class D Investment Shares Trust Shares First Union North Carolina Municipal Bond Portfolio Class D Investment Shares First Union South Carolina Municipal Bond Portfolio Class D Investment Shares First Union U.S. Government Portfolio Class D Investment Shares First Union Utility Portfolio Class D Investment Shares First Union Value Portfolio Class D Investment Shares First Union Virginia Municipal Bond Portfolio Class D Investment Shares FIRST UNION FUNDS Name: Date: STATE STREET BANK AND TRUST COMPANY Name: Date: EX-99.12B-1AGREE. 12 12B-1 AGREEMENT Exhibit 15(iii) under Form N-1A Exhibit 1 under Item 601/Reg S-K AMENDMENT NO. 5 TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH FEDERATED SECURITIES CORP. _________, 19__ FSC will pay the Administrator a periodic fee for the following Classes of the Funds set forth below, computed at an annual rate of the average net asset value of Shares held in each of these Funds during the period in accounts for which the Administrator provides services under Rule 12b-1 Agreement, so long as the average net asset value of the Shares in a Class of the Funds during the period is at least $100,000. Funds Fee Rate Period First Union Value Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union Fixed Income Portfolio Class B Investment Shares .10 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union Balanced Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union High Grade Tax-Free Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union U.S. Government Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union North Carolina Municipal Bond Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly AMENDMENT NO. 5 TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH FEDERATED SECURITIES CORP. __________. 19__ ("CONTINUED") First Union Tax-Free Money Market Portfolio Class B Investment Shares .30 of 1% Monthly Class C Investment Shares .75 of 1% Monthly First Union Money Market Portfolio Class B Investment Shares .30 of 1% Monthly Class C Investment Shares .75 of 1% Monthly First Union Treasury Money Market Portfolio Class B Investment Shares .30 of 1% Monthly Class C Investment Shares .75 of 1% Monthly First Union Virginia Municipal Bond Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union South Carolina Municipal Bond Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union Georgia Municipal Bond Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union Florida Municipal Bond Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union Utility Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly AMENDMENT NO. 5 TO FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH FEDERATED SECURITIES CORP. __________. 19__ ("CONTINUED") First Union Emerging Markets Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly First Union International Equity Portfolio Class B Investment Shares .25 of 1% Monthly Class C Investment Shares .75 of 1% Monthly Class D Investment Shares .75 of 1% Monthly -----END PRIVACY-ENHANCED MESSAGE-----