SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934(Amendment No.______)

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

TRADEMARK FUNDS
(Name of Registrant as Specified In Its Charter)

Federated Investors
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
[ X] Fee previously paid

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

4. Proposed maximum aggregate value of transaction:

Set forth the amount on which the filing fee is calculated and
state how it was determined.

[ ] Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:
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TRADEMARK FUNDS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 1994

A special meeting of the shareholders of TRADEMARK FUNDS (the "Trust"),
will be held on May 5, 1994. The Trust is comprised of four separate investment
portfolios: Trademark Equity Fund, Trademark Kentucky Municipal Bond Fund,
Trademark Short-Intermediate Government Fund, and Trademark Government Income
Fund (individually referred to as a "Portfolio" or collectively as the
"Portfolios"). The meeting will be held at the Commonwealth Convention Center,
Room 106, 221 Fourth Avenue, Louisville, Kentucky at 1:00 P.M., May 5, 1994, for
the following purposes:

(1) To elect a new Board of Trustees;

(2) To approve or disapprove a new Investment Advisory Contract between the
Trust and Liberty National Bank and Trust Company of Kentucky; and

(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Trustees have fixed March 28, 1994 as the record date for
determination of shareholders entitled to vote at this special meeting.

By Order of the Trustees
John W. McGonigle
Dated: April 4, 1994 Secretary

SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL
EXPENSE.

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED
PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

TRADEMARK FUNDS
19th Floor, Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust. The proxy is revocable at any time before it is voted by sending written
notice of the revocation to the Trust or by appearing personally at the May 5,
1994 special meeting of shareholders ("Special Meeting"). The cost of preparing
and mailing the notice of meeting, the proxy ballot, this proxy statement and
any additional proxy material has been or is to be borne by the Trust. Proxy
solicitations will be made primarily by mail, but may also be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of
the Trust, of Liberty National Bank and Trust Company of Kentucky (the Trust's
adviser), of Federated Services Company (the Trust's transfer agent), or of
Federated Administrative Services (the Trust's administrator). In the event that
the shareholder signs, dates and returns the proxy ballot but does not indicate
a choice as to any of the items on the proxy ballot, the proxy attorneys will
vote those shares in favor of such proposal(s).

On March 28, 1994, the following four Portfolios of the Trust had
outstanding the following number of shares of beneficial interest ("Shares"),
each Share being entitled to one vote. The total outstanding shares of the Trust
consist of:

Trademark Equity Fund 12,701,067 shares
Trademark Kentucky Municipal Bond Fund 6,439,532 shares
Trademark Short-Intermediate Government Fund 5,374,864 shares
Trademark Government Income Fund 10,628,798 shares

Only shareholders of record at the close of business on March 28, 1994,
will be entitled to notice of and to vote at the Special Meeting. A majority of
the outstanding Shares of each of the Trademark Equity Fund, Trademark Kentucky
Municipal Bond Fund, Trademark Short-Intermediate Government Fund, and Trademark
Government Income Fund, represented in person or by proxy, shall be required to
constitute a quorum at the Special Meeting.

For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Trust's Declaration of Trust, the election of Trustees will be determined on
the basis of a percentage of the votes cast at the Special Meeting. Under the
Investment Company Act of 1940 (the "1940 Act"), the affirmative vote necessary
to approve a new Investment Advisory contract and other matters may be
determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.

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

ELECTION OF TRUSTEES

The Trust is managed by a Board of Trustees (the "Board" or "Trustees").
The Board is responsible for managing the Trust's business affairs and for
exercising all of the Trust's powers except those reserved for the shareholders.
As of the date of this proxy statement, the Board (the "Present Board") consists
of eleven Trustees (the "Present Trustees"). All of the Present Trustees have
served in that capacity continuously since August 6, 1992.

The Present Board recently approved a proposal for the appointment of a
new board that would serve in place of the Present Trustees, subject to approval
by shareholders of the Trust.

While the Present Trustees have proposed that the Nominees listed below
succeed the Present Board (subject to shareholder approval), the Present
Trustees, as of the date of this proxy statement, have not considered any
changes in the service providers to the Trust. Liberty National Bank and Trust
Company of Kentucky (the "Adviser") will continue to manage the Trust's
investments.

The Present Trustees have nominated the four Nominees listed below to
serve as Trustees and to manage the Trust's affairs, subject to shareholder
election at the special meeting. The Present Trustees are currently serving as
Trustees and will continue to serve in their present capacities until the
results of the shareholder vote at the Special Meeting are certified and
recorded, and the Nominees will then become Trustees. In the event that the
shareholders do not elect the Nominees at the Special Meeting, the Present
Trustees will continue to serve in their current capacities, and will consider
what action, if any, should be taken.

At the Special Meeting, votes will be taken on the election of the
Nominees to serve as Trustees of the Trust to hold office until the election and
qualification of their successors. None of the Nominees is related to one
another. None of the Nominees is presently serving as a Trustee of the Trust.
All of the Nominees have consented to serve if elected at the Special Meeting.
The Nominees will be elected by a plurality of votes cast at the Special
Meeting.

THE NOMINEES

The Nominees for election as Trustees are listed below with their ages,
principal occupations for the past five years, and present positions, including
any affiliation with the Adviser or its subsidiaries, Federated Investors,
Federated Securities Corp., Federated Services Company, Federated Administrative
Services, or the Funds (as such term is defined in the section entitled "The
Present Trustees and Officers" of this proxy statement). None of the nominees is
affiliated with Banc One Corporation ("Banc One") which is the entity which
would control the Adviser upon consummation of the merger described in the
section entitled "Approval or Disapproval of a New Investment Advisory Contract
("New Contract")."

Peter C. Marshall From 1992 to present, DCI Marketing, Inc. President and Treasurer. 51
2727 W. Good Hope Road From August 1987 to 1992 has served as an officer in the corporate
Milwaukee, WI 53209 finance group of Blunt, Ellis & Loewi and its successor corporation
Kemper Securities, Inc.; since 1985 has served as Trustee of the One
Group.

Charles I. Post From July, 1986 to present has been self employed as a consultant; 66
7615 4th Avenue West since 1985 has served as Trustee of the One Group.
Bradenton, FL 34209

John S. Randall Since 1972 has been self-employed as a management consultant; since 81
3505 North Lake Drive 1985 has served as Trustee of the One Group.
Milwaukee, WI 53211

Frederick W. Ruebeck From June, 1988 to present has been Director of Investments, Eli 54
307 East McCarty Lilly and Company; since 1990 has served as Trustee of the One Group.
Indianapolis, IN 46285

The Nominees own less than 1% of the Trust's outstanding shares.

The Present Board is comprised of eleven Trustees, two of whom are deemed
to be "interested persons" of the Trust as defined in the 1940 Act. If the
Nominees are elected, the Trust's Board will be comprised of four non-interested
Trustees and no interested Trustee(s). The Present Board met four times during
the fiscal year ended January 31, 1994, and each of the Present Trustees
attended all of the Board meetings. It is anticipated that the Nominees, upon
being elected Trustees, will meet at least four times a year at regularly
scheduled meetings. The committees, organization and activities of the Present
Board are described in the section entitled "The Present Board of Trustees and
Officers" in this proxy statement. The Nominees have not yet made any decision
with respect to whether to delegate responsibilities to similar committees.

If any Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxies will be cast for a substitute
candidate by the attorneys named therein, or their substitutes, present and
acting at the Special Meeting. Any such substitute candidate for election as an
interested Trustee shall be nominated by the Present Board's Executive
Committee. The Present Trustees have no reason to believe that any Nominee will
become unavailable for election as a Trustee.

The Trust's annual report for the year ended January 31, 1994 has
previously been furnished to the shareholders.

THE PRESENT BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS ELECT THE NOMINEES

THE PRESENT BOARD OF TRUSTEES AND OFFICERS

The Present Trustees and officers are listed with their addresses,
principal occupations, and present positions, including any affiliation with
Federated Investors, Federated Securities Corp., Federated Services Company,
Federated Administrative Services, and the Funds (as defined below).

Name and Address Principal Occupations During Past Five Years and Affiliations Age
- ---------------------------------------------------------------------------------------------------------------------
John F. Donahue\* Chairman and Trustee, Federated Investors; Chairman and Trustee, 69
Federated Investors Tower Federated Advisers, Federated Management, and Federated Research;
Pittsburgh, PA Director, AEtna Life and Casualty Company; Chief Executive Officer
and Director, Trustee, or Managing General Partner of the Funds;
formerly, Director, The Standard Fire Insurance Company.

John T. Conroy, Jr. President, Investment Properties Corporation; Senior Vice- 56
Wood/IPC Commercial President, John R. Wood and Associates, Inc., Realtors; President,
Department Northgate Village Development Corporation; General Partner or
John R. Wood and Trustee in private real estate ventures in Southwest Florida;
Associates, Inc., Realtors Director, Trustee, or Managing General Partner of the Funds;
3255 Tamiami Trail North formerly, President, Naples Property Management, Inc.
Naples, FL

William J. Copeland Director and Member of the Executive Committee, Michael Baker, 75
One PNC Plaza--23rd Floor Inc.; Director, Trustee, or Managing General Partner of the Funds;
Pittsburgh, PA formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank
Corp. and Director, Ryan Homes, Inc.

James E. Dowd Attorney-at-law; Director, The Emerging Germany Fund, Inc.; 71
571 Hayward Mill Road Director, Trustee, or Managing General Partner of the Funds;
Concord, MA formerly, Director, Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D. Hematologist, Oncologist, and Internist, Presbyterian and 61
3471 Fifth Avenue Montefiore Hospitals; Clinical Professor of Medicine and Trustee,
Suite 1111 University of Pittsburgh; Director, Trustee, or Managing General
Pittsburgh, PA Partner of the Funds.

Edward L. Flaherty, Jr.\ Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park 69
5916 Penn Mall Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Pittsburgh, PA Director, Trustee, or Managing General Partner of the Funds;
formerly, Counsel, Horizon Financial, F.A., Western Region.

Edward C. Gonzales* President and Treasurer of the Trust; Trustee, Federated 64
Federated Investors Tower Investors; staff member, Federated Securities Corp. and Federated
Pittsburgh, PA Administrative Services.

Name and Address Principal Occupations During Past Five Years and Affiliations Age
- ---------------------------------------------------------------------------------------------------------------------
Peter E. Madden Consultant; State Representative, Commonwealth of Massachusetts; 51
225 Franklin Street Director, Trustee, or Managing General Partner of the Funds;
Boston, MA formerly, President, State Street Bank and Trust Company and State
Street Boston Corporation and Trustee, Lahey Clinic Foundation,
Inc.
Gregor F. Meyer Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, 67
5916 Penn Mall Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
Pittsburgh, PA or Managing General Partner of the Funds; formerly, Vice Chairman,
Horizon Financial, F.A.

Wesley W. Posvar Professor, Foreign Policy and Management Consultant; Trustee, 68
1202 Cathedral of Learning Carnegie Endowment for International Peace, RAND Corporation,
University of Pittsburgh Online Computer Library Center, Inc., and U.S. Space Foundation;
Pittsburgh, PA Chairman, Czecho Slovak Management Center; Director, Trustee, or
Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; formerly, Chairman, National Advisory
Council for Environmental Policy and Technology.

Marjorie P. Smuts Public relations/marketing consultant; Director, Trustee, or 58
4905 Bayard Street Managing General Partner of the Funds.
Pittsburgh, PA

- ---------
* This Trustee is deemed to be an "interested person" of the Trust as defined in
the Investment Company Act of 1940.

\ Member of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.

"The Funds" and "Funds" mean the following investment companies: A. T.
Ohio Municipal Money Fund; American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government Money Trust; The
Boulevard Funds; California Municipal Cash Trust; Cash Trust Series II; Cash
Trust Series, Inc.; 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.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; 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 Term Trust, Inc.--1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Mark Twain Funds; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; 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; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; 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.

During the fiscal year ended January 31, 1994, there were four meetings of
the Board of Trustees. The Trustees did not receive fees from the Trust. All
Trustees were reimbursed for expenses for attendance at the meeting.

Other than its Executive Committee, the Trust has one Board committee, the
Audit Committee. Generally, the function of the Audit Committee is to assist the
Board in fulfilling its duties relating to the Trust's accounting and financial
reporting practices and to serve as a direct line of communication between the
Board and the independent auditors. The specific functions of the Audit
Committee include recommending the engagement or retention of the independent
auditors, reviewing with the independent auditors the plan and the results of
the auditing engagement, approving professional services provided by the
independent auditors prior to the performance of such services, considering the
range of audit and non-audit fees, reviewing the independence of the independent
auditors, reviewing the scope and results of the Trust's procedures for internal
auditing, and reviewing the Trust's system of internal accounting controls.

Messrs. Flaherty, Copeland, and Dowd serve on the Audit Committee. These
Trustees are not interested Trustees of the Trust. During the fiscal year ended
January 31, 1994, there were five meetings of the Audit Committee. All of the
members of the Audit Committee were present at the meetings. Audit Committee
members did not receive fees from the Trust.

The executive officers of the Trust are elected annually by the Board of
Trustees'. Each officer holds the office at the Trustees' pleasure and until
qualification of his successor. The names, addresses and ages of the executive
officers of the Trust who are not listed above under "Election of Trustees" and
their principal occupations during the last five years are as follows:

Name and Address Principal Occupations During Past Five Years and Affiliations Age
- ---------------------------------------------------------------------------------------------------------------------
J. Christopher Donahue Vice President of the Trust; President and Trustee, Federated 44
Federated Investors Tower Investors; Trustee, Federated Advisers, Federated Management, and
Pittsburgh, PA Federated Research; President and Trustee, Federated Administrative
Services; President or Vice President of the Funds; Director,
Trustee, or Managing General Partner of some of the Funds. Mr.
Donahue is the son of John F. Donahue, Chairman and Trustee of the
Trust.

Richard B. Fisher Vice President of the Trust; Executive Vice President and Trustee, 70
Federated Investors Tower Federated Investors; Chairman and Director, Federated Securities
Pittsburgh, PA Corp.; President or Vice President of the Funds; Director or Trustee
of some of the Funds.

Name and Address Principal Occupations During Past Five Years and Affiliations Age
- ---------------------------------------------------------------------------------------------------------------------
John W. McGonigle Vice President and Secretary of the Trust; Vice President, 55
Federated Investors Tower Secretary, General Counsel, and Trustee, Federated Investors; Vice
Pittsburgh, PA President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Trustee, Federated Services
Company; Executive Vice President, Secretary, and Trustee, Federated
Administrative Services; Director and Executive Vice President,
Federated Securities Corp.; Vice President and Secretary of the
Funds.

John A. Staley, IV Vice President of the Trust; Vice President and Trustee, Federated 50
Federated Investors Tower Investors; Executive Vice President, Federated Securities Corp.;
Pittsburgh, PA President and Trustee, Federated Advisers, Federated Management, and
Federated Research; Vice President of the Funds; Director, Trustee,
or Managing General Partner of some of the Funds; formerly, Vice
President, The Standard Fire Insurance Company and President of its
Federated Research Division.

Craig P. Churman Vice President and Assistant Treasurer of the Trust; Vice President, 36
Federated Investors Tower Federated Administrative Services; Vice President and Assistant
Pittsburgh, PA Treasurer of some of the Funds.

Officers and Trustees own less than 1% of the Trust's outstanding shares.

Federated Administrative Services is the Trust's administrator. For the
fiscal year ended January 31, 1994, administrative fees were $381,095.

In addition, John A. Staley, IV, an officer of the Trust, holds
approximately 15% of the outstanding common stock and serves as a Director of
Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services and Federated Administrative
Services, Inc. For the fiscal year ended January 31, 1994, Federated
Administrative Services paid approximately $161,054 for services provided by
Commercial Data Services, Inc. to a number of investment companies, including
the Trust.

Federated Securities Corp., the principal underwriter for the Trust, and
Federated Administrative Services are both wholly-owned subsidiaries of
Federated Investors. Their address is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779.

APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT
ADVISORY CONTRACT ("NEW CONTRACT")

Liberty National Bank and Trust Company of Kentucky, 416 West Jefferson
Street, Louisville, Kentucky 40202, has served as investment adviser to the
Trust pursuant to an investment advisory contract dated December 1, 1992 (the
"Present Contract"). The Adviser is a wholly-owned subsidiary of Liberty
National Bancorp, Inc. ("Liberty Bancorp"), the largest independent bank holding
company headquartered in Kentucky. Liberty Bancorp conducts a wide range of
commercial and personal banking activities through its eight subsidiary
financial institutions located throughout Kentucky and southern Indiana and,
through its non-banking subsidiaries, provides life insurance, leasing,
brokerage and retail loan services.

On November 2, 1993, Liberty Bancorp and Banc One signed a definitive
Merger Agreement ("Merger Agreement"). Consummation of the transaction
contemplated by the Merger Agreement, as it may be amended from time to time
(the "Merger"), will cause the Adviser to become an indirect wholly-owned
subsidiary of Banc One. Such a change in ownership of the Adviser would
automatically terminate the Present Contract in accordance with its terms as
required by the 1940 Act. Thus, in order to ensure continuity in the provision
of investment advisory services to the Trust, approval of the New Contract by
the shareholders of the Trust is being sought.

On February 23, 1994, the Trustees of the Trust, including a majority of
the Trustees who are not interested Trustees, approved the New Contract with the
Adviser to act as the Trust's investment adviser. The terms of the New Contract
are substantially similar in all material respects to the Present Contract,
except for the effective date which, in the case of the New Contract, will be
the date of the consummation of the Merger (the "Closing Date"). It is currently
expected that the Closing Date will occur on or before October 15, 1994.

Copies of the Present Contract and the New Contract appear as Exhibits A
and B, respectively, to this proxy statement.

As under the terms of the Present Contract, the New Contract provides
that, subject to the direction of the Board of Trustees, the Adviser will
provide investment research, advice, management, and supervision of the
investments of the Trust and will conduct a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment of the
Trust's assets. For its services, the Adviser is entitled to receive annual
investment advisory fees as follows:

Trademark Equity Fund .85 of 1% of average daily net assets
Trademark Kentucky Municipal Bond Fund .50 of 1% of average daily net assets
Trademark Short-Intermediate Government Fund .60 of 1% of average daily net assets
Trademark Government Income Fund .60 of 1% of average daily net assets

The fee paid by the Trademark Equity Fund, while higher than the advisory
fee paid by other mutual funds in general, is comparable to fees paid by other
mutual funds with similar objectives and policies.

Both the Present Contract and the New Contract provide that the Trust
shall pay all of its own expenses. These expenses include expenses of
administrative personnel and services provided to the Trust by Federated
Administrative Services at an annual rate as described in the Trust's
prospectus. Both the Present Contract and the New Contract provide that the
Adviser may, from time to time, and for such periods as it deems appropriate,
reduce its compensation by voluntarily limiting the expenses of the Trust. For
the period from February 22, 1993 (date of initial public investment) to January
31, 1994, the Adviser earned investment advisory fees as follows:

Trademark Equity Fund: $829,553 of which $376,044 was waived.

Trademark Kentucky Municipal Bond Fund: $215,477, of which $91,761 was
waived.

Trademark Short-Intermediate Government Fund: $255,364 of which $77,057
was waived.

Trademark Government Income Fund: $463,072 of which $108,452 was waived.

If approved by shareholders at this Special Meeting, the New Contract will
continue for two years after it takes effect, unless terminated, and may be
continued from year to year thereafter by the Board of Trustees. The
continuation of the New Contract must be approved by a majority vote of the
Trustees, including a majority of the Trustees who are not interested Trustees,
cast in person at a meeting called for that purpose. The Adviser has the right,
in any year, to notify the Trust in writing at least 60 days before the New
Contract anniversary date that it does not desire a renewal of the New Contract.
The Trustees, or a majority of the outstanding voting shares of the Trust, may
terminate the New Contract at any time without penalty by giving the Adviser 60
days' written notice. The New Contract may not be assigned by the Adviser and
shall terminate automatically in the event of an assignment. The New Contract
provides that it may be amended by a vote of both a majority of the Trustees,
including a majority of the Trustees who are not interested Trustees, and on
behalf of a Portfolio by the holders of a majority of the outstanding voting
shares of each Portfolio.

As the Present Contract does, the New Contract provides that in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties of the Adviser under the New Contract,
the Adviser shall not be liable to the Trust or to any shareholder for any act
or omission in the course of, or connected in any way with, rendering services
or for any losses that may be sustained in the purchase, holding, or sale of any
security.

The Trustees of the Trust, including the Trustees who are not interested
Trustees, reviewed and unanimously approved the New Contract and directed that
it be submitted to shareholders for their approval.

Approval of the New Contract with respect to each Portfolio requires the
affirmative vote of: (a) 67% or more of the shares of the Portfolio present at
the Special Meeting, if the holders of more than 50% of the outstanding shares
of that Portfolio are present or represented by proxy, or (b) more than 50% of
the outstanding shares of that Portfolio, whichever is less. If the New Contract
is approved by shareholders of one or more Portfolios and the Merger is
consummated, the New Contract will be executed and become effective with respect
to such Portfolio(s) on the Closing Date. In the event the Merger is not
consummated, the Present Contract will continue in accordance with its terms. If
the Merger is consummated and if the New Contract is not approved by the
shareholders of any Portfolio, the Present Contract will terminate and the Board
of Trustees will consider what actions should be taken, including but not
limited to requesting that the Adviser perform investment advisory services at
cost until a new investment advisory contract is approved by the shareholders of
that Portfolio.

There are various conditions precedent to the consummation of the Merger
including approval of the shareholders of Liberty Bancorp, and approval of
regulatory authorities. The Merger Agreement may be terminated and the Merger
abandoned at any time prior to the Closing Date by the mutual consent of Liberty
National and Banc One or upon the occurrence of other events specified in the
Merger Agreement.

TRUSTEES' RECOMMENDATIONS AND OTHER INFORMATION

The New Contract was unanimously approved by the Board of Trustees of the
Trust including those Trustees who are not interested persons of the Trust as
that term is defined in the 1940 Act at a meeting held on February 23, 1994. By
approving the New Contract, the Trustees have acted in what they believe to be
the best interest of the shareholders of the Trust. The Trustees have received
from the Adviser and reviewed such information as the Trustees believe to be
relevant to the Trustees' considerations. In connection with the approval of the
New Contract, the Trustees were advised by the Adviser that those persons
currently responsible for management of the Trust's assets and administration of
the Trust will have similar responsibilities to the Trust subsequent to
consummation of the Merger. The Adviser also advised the Trustees that Banc One
intends to examine all mutual fund activities of the combined entities
subsequent to consummation of the Merger, and that management of the Trust would
be involved in the examinations of these activities. Accordingly, the Adviser
has advised the Trustees that it is unable to predict whether changes will be
recommended which would materially impact the Trust's operations or when such
changes, if recommended, would be implemented. Nevertheless, the Trustees,
including all members of the Board of Trustees who are not interested persons of
the Trust, concluded that the Adviser is fully capable of performing the
services contemplated by the New Contract and recommended that the New Contract
be approved by the shareholders of the Trust.

The 1940 Act provides that in connection with the sale of any interest in
an investment adviser which results in the "assignment" of an investment
advisory contract, an investment adviser of a registered investment company such
as the Trust, or an affiliated person of such investment adviser, may receive
any amount or benefit if (i) for a period of three years after the sale, at
least 75% of the members of the Board of Trustees of the investment company are
not interested persons of the investment adviser or the predecessor adviser, and
(ii) there is no "unfair burden" imposed on the investment company as a result
of such sale or any express or implied terms, conditions or understanding
applicable thereto. For this purpose, "unfair burden" is defined to include any
arrangement during the two-year period after the transaction, whereby the
investment adviser or its predecessor or successor investment advisers, or any
interested persons of any such adviser, receives or is entitled to receive any
compensation directly or indirectly (i) from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
investment company other than bona fide ordinary compensation as principal
underwriter for such company, or (ii) from the investment company or its
security holders for other than bona fide investment advisory or other services.
This provision of the 1940 Act was enacted by Congress in 1975 to make it clear
that an investment adviser (or an affiliated person of the adviser) can realize
a profit on the sale of the adviser's business subject to the two safeguards
described above. The Board of Trustees of the Trust has requested and received
assurances from the Adviser that no "unfair burden" will be imposed on the Trust
as a result of the proposed transaction.

Banc One Corporation

Banc One Corporation, a bank holding company, is a financial services
company headquartered at 100 East Broad Street, Columbus, Ohio 43215. At
September 30, 1993, Banc One had an asset base of $76.5 billion, with over 78
banks with 1,320 banking offices in Arizona, California, Colorado, Illinois,
Indiana, Kentucky, Michigan, Ohio, Texas, Utah, West Virginia and Wisconsin.
Banc One Corporation's major business activities include providing traditional
banking and associated financial services to consumer, business, and commercial
markets. Banc One also operates several additional corporations that engage in
data processing, venture capital, investment and merchant banking, trust,
brokerage, investment management, equipment leasing, mortgage banking, consumer
finance and insurance.

Banc One Investment Advisors Corporation ("BOIA") is a wholly-owned
indirect subsidiary of Banc One Corporation. BOIA acts as investment adviser to
the One Group, a family of 31 mutual funds. The following schedule lists the
advisory fees for each of the One Group Funds and their approximate net assets,
in parentheses, as of December 31, 1993.

Net Assets as of Advisory
Name of Fund December 31, 1993 Fee
- ------------ ----------------- ---

The U.S. Treasury Securities Money Market Fund $707,827,000 .35%
The Prime Money Market Fund $1,232,811,000 .35%
The Municipal Money Market Fund $302,410,000 .35%
The Ohio Municipal Money Market Fund $50,104,000 .30%
The Income Equity Fund $229,566,000 .74%
The Disciplined Value Fund $339,573,000 .74%
The Small Company Growth Fund $342,591,000 .74%
The Blue Chip Equity Fund $120,695,000 .74%
The International Equity Index Fund $93,100,000 .55%
The Equity Index Fund $140,004,000 .30%
The Large Company Value Fund $136,615,000 .74%
The Large Company Growth Fund $0 .74%
The Income Bond Fund $557,044,000 .60%
The Limited Volatility Bond Fund $447,013,000 .60%
The Intermediate Bond Fund $0 .60%
The Government Bond Fund $148,539,000 .45%
The Government ARM Fund $235,933,000 .55%
The Short-Term Global Bond Fund $24,947,000 .60%
The Asset Allocation Fund $41,649,000 .65%
The Tax-Free Bond Fund $130,514,000 .45%
The Intermediate Tax-Free Bond Fund $193,142,000 .60%
The Ohio Municipal Bond Fund $116,459,000 .60%
The Texas Tax-Free Bond Fund $0 .60%
The West Virginia Tax-Free Bond Fund $0 .60%
The Kentucky Tax-Free Bond Fund $0 .60%
The Arizona Tax-Free Bond Fund $0 .60%
The Treasury Money Market Fund $0 .08%
The Treasury Only Money Market Fund $198,912,000 .08%
The Government Money Market Fund $497,353,000 .08%
The Tax Exempt Money Market Fund $0 .08%
The Institutional Prime Money Market Fund $0 .08%

The principal executive officers and directors of BOIA are:

Name Position with BOIA
- ---- ------------------

David J. Kundert Director, President and Chief Executive Officer
Philip J. Hunt Chief Financial Officer
Matthew S. Hardin Director
Garrett H. Jamison Director
William B. Naryka Director
William C. Wemer Director
John G. Alexander Director
Paul F. Walsh Director

Each of the above is employed by Banc One Corporation and/or one or more
of its direct or indirect subsidiaries. None have other substantial business,
professional, vocational, or employment activities.

Liberty National Bank and Trust Company of Kentucky

The Adviser is a national bank tracing its origins to 1854. The Adviser
has been managing trust assets for over 100 years with approximately $2.7
billion in managed assets as of July 31, 1993. The Adviser has served as
investment adviser to the Trademark Funds since their inception in February,
1993. The Adviser has not previously served as an investment adviser to a mutual
fund.

Clarence V. Lee is the manager of the Short-Intermediate Government Fund
and the Government Income Fund, and is a senior Vice President for the Adviser.
Mr. Lee has been an investment analyst for over 35 years and has been
responsible for the management of fixed income portfolios of the Adviser for the
past eleven and one-half years. Prior to joining the Adviser, he held the
position of economist at Old Kent Financial Corporation. Mr. Lee is a Chartered
Financial Analyst and a graduate of Yale University.

Jacqueline M. Tytus manages the Equity Fund, and is also responsible for
all equity investment research in the Trust Division of the Adviser, where she
is a Senior Vice President. Prior to joining the Adviser in 1992, she was Vice
President and Director of the Investment Strategy Group at Citizens Fidelity
Bank and Trust Company of Louisville, where she served for ten years. Ms. Tytus
earned her MBA at Webster University, is a Chartered Financial Analyst, and is a
past president of the Louisville Society of Financial Analysts.

Ronald M. Holt is the manager of the Kentucky Municipal Bond Fund and is
an Executive Vice President for the Adviser. Mr. Holt is a Certified Financial
Planner, Certified Trust and Financial Adviser, and has more than 20 years
experience in the fixed income securities markets. Prior to joining the Adviser
in 1990, he held the position of director and executive vice president at First
American Trust Company. Mr. Holt is a Chartered Financial Analyst candidate and
is a graduate of Virginia Polytechnic Institute.

The principal executive officers and directors of the Adviser are:

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

Malcolm B. Chancey, Jr. Chairman of the Board, Chief None
Executive Officer and Director

R. K. Guillaume President, Director None

Ronald M. Holt Executive Vice President None

W. LeGrande Rives Executive Vice President None

Jack H. Shipman Executive Vice President None

Carl R. Page Executive Vice President, None
Secretary

Carl E. Weigel Executive Vice President, None
Cashier, and Comptroller

Stanley S. Dickson Director Former President, Kentucky Division South
Central Bell Telephone Company

Charles H. Dishman III Director President, Tri-City Oldsmobile, Inc.

Wallace H. Dunbar Director Chairman of the Board, Americo Group

Owsley Brown Frazier Director Vice Chairman, Brown-Forman Corporation

George E. Gans III Director President and Chief Executive Officer,
Paul Semonin Company

George N. Gill Director Former President and Publisher,
Courier-Journal and Louisville Times
Company

Frank B. Hower Director Former Chairman of the Board, Liberty
National Bancorp, Inc.
Nancy Lampton Director Chairman of the Board, American Life and
Accident Insurance Company of Kentucky

Leonard E. Lyles Director President, Lyles Enterprises, Inc.

Martin S. Margulis Director President, Bacons & Son

James W. McDowell, Jr. Director President, McDowell Associates

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

John C. Nichols II Director Vice Chairman, National Records Management
Corporation

Gouverneur H. Nixon Director Chairman of the Board, The Williamson
Group, Inc.

Joseph W. Phelps Director Former Chairman of the Board, Liberty
National Bancorp, Inc.

Cyrus S. Radford, Jr. Director President, The Radford Company

Max L. Shapira Director Executive Vice President, Heaven Hill
Distilleries, Inc. and Vice President,
Shapira Corporation

Dr. Robert L. Taylor Director Dean, School of Business, University of
Louisville

PORTFOLIO TRANSACTIONS

All portfolio transactions are undertaken on the basis of their
desirability from an investment standpoint. Subject to review by the Board of
Trustees, the Adviser makes decisions on and selects brokers or dealers for
portfolio transactions. The Board of Trustees periodically reviews and monitors
the investment adviser's performance. The purchase of money market instruments
from and their sale to dealers are executed with recognized dealers in these
money market instruments except when a better execution and price can be
obtained elsewhere.

The Adviser may select brokers and dealers who, in addition to meeting the
above requirements, also furnish brokerage and research services. These services
may include advice as to the advisability of investing in securities, security
analyses and reports, economic studies, industry studies, receipt of quotations
for portfolio valuations and similar services. These services may be furnished
either directly to the Trust, to the Adviser, to advisers who are affiliates of
the Adviser or to accounts advised by those companies. The brokers and dealers
who execute portfolio transactions selected for the above reasons may also sell
shares of the Trust and certain other affiliated funds. The fact that a broker
or dealer may sell shares of the Trust or any other fund is not a criterion used
by the Adviser in selecting a broker or dealer to execute portfolio transactions
on behalf of the Trust.

The Adviser, in selecting brokers or dealers to execute portfolio
transactions, exercises reasonable business judgment and determines in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided by such persons,
viewed in terms of the overall responsibilities of the Adviser and its
affiliated companies with respect to the Trust itself and the other accounts to
which they render investment advice. As a practical matter, the benefits inuring
to these companies or accounts are not divisible. To the extent that the receipt
of the above-described services may supplant services for which the Adviser
might otherwise have paid, it would, of course, tend to reduce its expenses. The
same is true of services furnished to the Trust and in turn made available by
the Trust to the Adviser or its affiliates. The Adviser does not lower its fee
as a consequence of receiving such services.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT
THE SHAREHOLDERS APPROVE THE NEW INVESTMENT
ADVISORY CONTRACT

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business mentioned in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at said
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the attorneys named therein, or their
substitutes, present and acting at the Special Meeting.

If at the time any session of the Special Meeting is called to order, a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.

The following list indicates the beneficial ownership of the shareholders
who, to the best knowledge of the Trust, are the beneficial owners of more than
5% of the outstanding Shares of the Trust as of March 28, 1994: Liberty National
Bank, Louisville, Kentucky, acting in various capacities for numerous accounts,
owned approximately 11,709,759 shares (92.2%) of Trademark Equity Fund;
5,071,322 shares (78.8%) of Trademark Kentucky Municipal Bond Fund; 4,510,012
shares (83.9%) of Trademark Short-Intermediate Government Fund; and 10,100,611
shares (95.0%) of Trademark Government Income Fund.

If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.

By Order of the Trustees

John W. McGonigle
Secretary
April 4, 1994

EXHIBIT A

("PRESENT CONTRACT")

TRADEMARK FUNDS

INVESTMENT ADVISORY CONTRACT

This Contract is made this 1st day of December, 1992, between Liberty
National Bank and Trust Company of Louisville, a national banking association
having its principal place of business in Louisville, Kentucky (the "Adviser"),
and Trademark Funds, a Massachusetts business trust having its principal place
of business in Pittsburgh, Pennsylvania (the "Trust").

WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the Securities and Exchange Commission; and

WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. The Trust hereby appoints Adviser as Investment Adviser for each of the
portfolios ("Funds") of the Trust for which the Trust executes an exhibit to
this Contract, and Adviser accepts the appointments. Subject to the direction of
the Trustees of the Trust, Adviser shall provide investment research and
supervision of the investments of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.

2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statements and exhibits as may be
on file with the Securities and Exchange Commission.

3. Each Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust 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; fees and expenses of preparing and
printing its Registration Statements under the Securities Act of 1933 and the
Investment Company Act of 1940 and any amendments thereto; expenses of
registering and qualifying the Trust, the Funds, and shares ("Shares") of the
Funds under federal and state laws and regulations; 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 administering the Trust and the Funds. Each Fund
will also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.

4. Each of the Funds shall pay to Adviser, for all services rendered to
each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.

5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest
1/10th of one cent.

6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's expenses exceed such lower
expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.

7. This contract shall begin for each Fund as of the date of execution of
the applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this contract) for two years from the date of
this contract set forth above and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms and
conditions hereof if: (a) such continuation shall be specifically approved at
least annually by the vote of a 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 (other than as Trustees of the Trust), cast in person
at a meeting called for that purpose; and (b) Adviser shall not have notified a
Fund in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation with
respect to that Fund. If a Fund is added after the first approval by the
Trustees as described above, this Contract will be effective as to that Fund
upon execution of the applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.

8. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Adviser.

9. This Contract may not be assigned and shall automatically terminate in
the event of any assignment. Adviser may employ or contract with such other
person, persons, corporation, or corporations at its own cost and expense as it
shall determine in order to assist it in carrying out this Contract.

10. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the part
of Adviser, Adviser shall not be liable to the Trust or to any of the Funds or
to any shareholder of any of the Funds for any act or omission in the course of
or connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.

11. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a 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 to this
Contract (other than as Trustees of the Trust) cast in person at a meeting
called for that purpose, and on behalf of a Fund by a majority of the
outstanding voting securities of such Fund.

12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser 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 Adviser to produce sales literature for the Trust (or
any Fund). The Trust agrees to cause its distributor to promptly review all such
sales literature to ensure compliance with relevant requirements, to promptly
advise Adviser of any deficiencies contained in such sales literature, to
promptly file complying sales literature with the relevant authorities, and to
cause such sales literature to be distributed to prospective investors in the
Trust.

13. Adviser is hereby 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 pursuant to this Contract of a particular Fund and of the Trust
with respect to that particular Fund be limited solely to the assets of that
particular Fund, and Adviser shall not seek satisfaction of any such obligation
from any other Fund, the shareholders of any Fund, the Trustees, officers,
employees or agents of the Trust, or any of them.

14. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.

16. The parties hereto acknowledge that the Adviser has reserved the right
to grant the non-exclusive use of the name "Trademark" or any derivative thereof
to any other investment company, investment company portfolio, investment
adviser, distributor or other business enterprise, and to withdraw from the
Trust and one or more of the Funds the use of the name "Trademark." The name
"Trademark" will continue to be used by the Trust and each Fund so long as such
use is mutually agreeable to the Adviser and the Trust.

17. The Trust and each of the Funds hereby agree to give Adviser, and its
employees, accountants, attorneys and other authorized representatives, full
access during all mutually agreeable times to all the premises, properties,
books and records (including without limitation, all corporate minutes and
account transfer records) of the Trust and each of the Funds, and to furnish
Adviser with such financial and operating data, analyses and other information
of any kind respecting the Trust and each of the Funds as Adviser shall from
time to time reasonably request; provided, however, that, to the extent that any
of the foregoing also contains or makes reference to information regarding other
trusts or funds for which Federated Administrative Services acts as
administrator or as to which Federated acts as adviser, such books, records,
data, etc., shall be edited to delete all material relating or referring to such
other trusts or funds.

INVESTMENT ADVISORY CONTRACT

EXHIBIT A

Trademark Equity Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.85 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.85 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this first day of December, 1992.

Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE

Secretary Vice President

Attest: TRADEMARK FUNDS

/s/ S. ELLIOTT COHAN By: /s/ JOHN W. MCGONIGLE
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT B

Trademark Government Income Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.60 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this first day of December, 1992.

Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
Secretary Vice President

Attest: TRADEMARK FUNDS

/s/ S. ELLIOTT COHAN By: /s/ JOHN W. MCGONIGLE
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT C

Trademark Kentucky Municipal Bond Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.50 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.50 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this first day of December, 1992.

Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
Secretary Vice President

Attest: TRADEMARK FUNDS

/s/ S. ELLIOTT COHAN By: /s/ JOHN W. MCGONIGLE
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT D

Trademark Short-Intermediate Government Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.60 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this first day of December, 1992.

Attest: LIBERTY NATIONAL BANK & TRUST
COMPANY OF LOUISVILLE
Secretary Vice President

Attest: TRADEMARK FUNDS

/s/ S. ELLIOTT COHAN By: /s/ JOHN W. MCGONIGLE
- ----------------------------- ------------------------------
Assistant Secretary Vice President

EXHIBIT B

("NEW CONTRACT")

TRADEMARK FUNDS

INVESTMENT ADVISORY CONTRACT

This Contract is made this day of , 1994, between Liberty
National Bank and Trust Company of Kentucky, a national banking association
having its principal place of business in Louisville, Kentucky (the "Adviser"),
and Trademark Funds, a Massachusetts business trust having its principal place
of business in Pittsburgh, Pennsylvania (the "Trust").

WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as such
with the Securities and Exchange Commission; and

WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

4. Each of the Funds shall pay to Adviser, for all services rendered to
each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.

5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest
1/10th of one cent.

14. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.

INVESTMENT ADVISORY CONTRACT

EXHIBIT A

Trademark Equity Fund

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.85 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this day of , 1994.

Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY

By:
- ----------------------------- ------------------------------
Secretary Vice President

Attest: TRADEMARK FUNDS

By:
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT B

Trademark Government Income Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.60 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this day of , 1994.

Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY

By:
- ----------------------------- ------------------------------
Secretary Vice President

Attest: TRADEMARK FUNDS

By:
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT C

Trademark Kentucky Municipal Bond Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.50 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.50 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this day of , 1994.

Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY

By:
- ----------------------------- ------------------------------
Secretary Vice President

Attest: TRADEMARK FUNDS

By:
- ----------------------------- ------------------------------
Assistant Secretary Vice President

INVESTMENT ADVISORY CONTRACT

EXHIBIT D

Trademark Short-Intermediate Government Fund

For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
0.60 of 1% of the average daily net assets of the Fund.

The portion of the fee based upon average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 0.60 of 1% applied to the daily
net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser daily.

Witness the due execution hereof this day of , 1994.

Attest: LIBERTY NATIONAL BANK AND TRUST
COMPANY OF KENTUCKY

By:
- ----------------------------- ------------------------------
Secretary Vice President

Attest: TRADEMARK FUNDS

By:
- ----------------------------- ------------------------------
Assistant Secretary Vice President

4031407A (3/94) TMK403188

TRADEMARK EQUITY FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 5, 1994

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Jack M. Combs, Jr., Ronald M. Holt, Clarence V.
Lee, Jr., and Stephen L. Nelson, or any one of them true and lawful attorneys,
with power of substitution of each, to vote all shares of TRADEMARK FUNDS,
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on May 5, 1994, at the Commonwealth Convention Center,
Room 106, 221 Fourth Avenue, Louisville, Kentucky, at 1:00 P.M. and at any
adjournment thereof.

Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.

PROPOSALS

(1) To elect a new Board of Trustees;

(2) To approve or disapprove a proposed Investment Advisory Contract
between the Trust and Liberty National Bank and Trust Company of
Kentucky; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The attorneys
named will vote the shares represented by this proxy in accordance with the
choice made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS
PROXY WILL BE VOTED AFFIRMATIVELY ON THE MATTER PRESENTED.

PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE MAIL-IN STUB SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE BALLOT, APPEARS THROUGH THE WINDOW OF THE
ENVELOPE.

RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as attorney,
executor, administrator, guardian, trustee, custodian, etc., please give your
full title as such. If a corporation or partnership, please sign the full name
by an authorized officer or partner. If stock is owned jointly, all parties
should sign.

TRADEMARK EQUITY FUND PROXY VOTING MAIL-IN STUB

PROPOSAL 1: ELECTION OF TRUSTEES. To withhold
authority to vote for a nominee, strike a line through
the nominee's name below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed below
____ FOR all nominees listed below (except as marked to
the contrary below)
____ Peter C. Marshall
____ Charles I. Post
____ John S. Randall
____ Frederick W. Ruebeck

PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT ADVISORY
CONTRACT.

2) FOR ____ AGAINST ____ ABSTAIN ____

Dated: _______________, 19__

___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK KENTUCKY MUNICIPAL BOND FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 5, 1994

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
TRADEMARK FUNDS hereby appoint Jack M. Combs, Jr., Ronald M. Holt, Clarence V.
Lee, Jr., and Stephen L. Nelson or any one of them true and lawful attorneys,
with power of substitution of each, to vote all shares of TRADEMARK FUNDS,
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on May 5, 1994, at the Commonwealth Convention Center,
Room 106, 221 Fourth Avenue, Louisville, Kentucky, at 1:00 P.M. and at any
adjournment thereof.

Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.

PROPOSALS

(1) To elect a new Board of Trustees;

(2) To approve or disapprove a proposed Investment Advisory Contract
between the Trust and Liberty National Bank and Trust Company of
Kentucky; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

TRADEMARK KENTUCKY MUNICIPAL PROXY VOTING MAIL-IN STUB
BOND FUND

PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT ADVISORY
CONTRACT.

2) FOR ____ AGAINST ____ ABSTAIN ____

Dated: _______________, 19__

___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK SHORT-INTERMEDIATE GOVERNMENT FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 5, 1994

Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.

PROPOSALS

(1) To elect a new Board of Trustees;

(2) To approve or disapprove a proposed Investment Advisory Contract
between the Trust and Liberty National Bank and Trust Company of
Kentucky; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

TRADEMARK SHORT-INTERMEDIATE PROXY VOTING MAIL-IN STUB
GOVERNMENT FUND

PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT ADVISORY
CONTRACT.

2) FOR ____ AGAINST ____ ABSTAIN ____

Dated: _______________, 19__

___________________________
___________________________
Signature(s) of Shareholders(s)
TRADEMARK GOVERNMENT INCOME FUND
FOR SPECIAL MEETING OF SHAREHOLDERS MAY 5, 1994

Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.

PROPOSALS

(1) To elect a new Board of Trustees;

(2) To approve or disapprove a proposed Investment Advisory Contract
between the Trust and Liberty National Bank and Trust Company of
Kentucky; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

TRADEMARK GOVERNMENT INCOME FUND PROXY VOTING MAIL-IN STUB

PROPOSAL 2: APPROVAL OF PROPOSED INVESTMENT ADVISORY
CONTRACT.

2) FOR ____ AGAINST ____ ABSTAIN ____

Dated: _______________, 19__

___________________________
___________________________
Signature(s) of Shareholders(s)