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<IMS-DOCUMENT>0000855108-94-000031.txt : 19940926
<IMS-HEADER>0000855108-94-000031.hdr.sgml : 19940926
ACCESSION NUMBER:		0000855108-94-000031
CONFORMED SUBMISSION TYPE:	497
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19940923
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FEDERATED MUNICIPAL TRUST
		CENTRAL INDEX KEY:			0000855108
		STANDARD INDUSTRIAL CLASSIFICATION:	
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		497
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	033-31259
		FILM NUMBER:		94550059

	BUSINESS ADDRESS:	
		STREET 1:		FEDERATED INVESTORS TOWER
		CITY:			PITTSBURGH
		STATE:			PA
		ZIP:			15222
		BUSINESS PHONE:		4122887496
</IMS-HEADER>
<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<TEXT>


   
- --------------------------------------------------------------------------------
    
    FLORIDA MUNICIPAL CASH TRUST
    (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
     PROSPECTUS

   
     The  shares of Florida  Municipal Cash Trust  (the "Fund") offered by
     this prospectus represent interests in a non-diversified portfolio of
     Federated Municipal  Trust  (the  "Trust"),  an  open-end  management
     investment  company (a mutual fund).  The investment objective of the
     Fund is to provide current income exempt from federal regular  income
     tax  consistent  with stability  of  principal and  liquidity  and to
     maintain an investment  portfolio that  will cause its  shares to  be
     exempt from the Florida intangibles tax.
    

     THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS
     OF  ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT
     INSURED OR GUARANTEED  BY THE  U.S. GOVERNMENT,  THE FEDERAL  DEPOSIT
     INSURANCE  CORPORATION,  THE  FEDERAL  RESERVE  BOARD,  OR  ANY OTHER
     GOVERNMENT AGENCY.  INVESTMENT IN  THESE SHARES  INVOLVES  INVESTMENT
     RISKS  INCLUDING  POSSIBLE LOSS  OF PRINCIPAL.  THE FUND  ATTEMPTS TO
     MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO
     ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

     This prospectus contains  the information  you should  read and  know
     before  you  invest  in the  Fund.  Keep this  prospectus  for future
     reference.

   
     The Fund has also filed  a Statement of Additional Information  dated
     September  19, 1994 with the  Securities and Exchange Commission. The
     information contained in the  Statement of Additional Information  is
     incorporated  by reference  into this  prospectus. You  may request a
     copy of the Statement  of Additional Information  free of charge,  by
     calling   1-800-235-4669.  To  obtain   other  information,  or  make
     inquiries about the Fund, contact the  Fund at the address listed  in
     the back of this prospectus.
    

     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.

   
     Prospectus dated September 19, 1994
    

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
GENERAL INFORMATION                              2
- --------------------------------------------------
INVESTMENT INFORMATION                           2
- --------------------------------------------------
  Investment Objective                           2
  Investment Policies                            2
  Florida Municipal Securities                   5
  Investment Risks                               5
  Non-Diversification                            6
  Investment Limitations                         6
  Regulatory Compliance                          6
TRUST INFORMATION                                7
- --------------------------------------------------
  Management of the Trust                        7
  Other Payments to Financial
     Institutions                                7
  Distribution of Shares                         8
  Administration of the Trust                    8
  Expenses of the Fund                           9

NET ASSET VALUE                                  9
- --------------------------------------------------
INVESTING IN THE FUND                           10
- --------------------------------------------------
  Share Purchases                               10
  Minimum Investment Required                   10
  Subaccounting Services                        11
  Certificates and Confirmations                11
  Dividends                                     11
  Capital Gains                                 11

REDEEMING SHARES                                11
- --------------------------------------------------
  Through a Financial Institution               11
  By Mail                                       12
  Accounts with Low Balances                    13

SHAREHOLDER INFORMATION                         13
- --------------------------------------------------
  Voting Rights                                 13
  Massachusetts Partnership Law                 13

TAX INFORMATION                                 14
- --------------------------------------------------
  Federal Income Tax                            14
  State and Local Taxes                         14
  Florida Intangibles Tax                       14
  Florida State Municipal Taxation              15

PERFORMANCE INFORMATION                         15
- --------------------------------------------------
ADDRESSES                Inside Back Cover
- --------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                              <C>
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 Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable).....................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................       None
Exchange Fee...................................................................................       None
</TABLE>

   
<TABLE>
<CAPTION>
                             ANNUAL FUND OPERATING EXPENSES*
                    (As a percentage of projected average net assets)
<S>                                                                             <C>        <C>
Management Fee (after waiver) (1)........................................................       0.19%
12b-1 Fee (2)............................................................................       0.00%
Total Other Expenses.....................................................................       0.30%
    Shareholder Services Fee..................................................      0.25%
        Total Fund Operating Expenses (3)................................................       0.49%
<FN>
(1)   The estimated management  fee has been reduced  to reflect the anticipated
     voluntary waiver  of a  portion  of the  management  fee. The  adviser  can
     terminate  this voluntary  waiver at any  time at its  sole discretion. The
     maximum managment fee is 0.40%
(2)  The  Fund has  no present  intention of paying  or accruing  the 12b-1  fee
     during  the fiscal year ending October 31, 1994. If the Fund were paying or
     accruing the 12b-1 fee, the  Fund would be able to  pay up to 0.25% of  its
     average daily net assets for the 12b-1 fee. See "Trust Information."
(3)   The  total Fund operating  expenses are  estimated to be  0.70% absent the
     anticipated voluntary waiver of a portion of the management fee.
 *   Total Fund  operating  expenses are  estimated  based on  average  expenses
    expected  to be incurred  during the period ending  October 31, 1994. During
    the course of this  period, expenses may  be more or  less than the  average
    amount shown.
</TABLE>
    

   
    THE  PURPOSE OF  THIS TABLE  IS TO ASSIST  AN INVESTOR  IN UNDERSTANDING THE
VARIOUS COSTS AND  EXPENSES THAT  A SHAREHOLDER OF  THE FUND  WILL BEAR,  EITHER
DIRECTLY  OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INVESTING IN THE FUND" AND "TRUST INFORMATION."  WIRE-TRANSFERRED
REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.
    

<TABLE>
<CAPTION>
EXAMPLE                                                                                 1 YEAR     3 YEARS
- -------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                    <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual
return and (2) redemption at the end of each time period.............................     $5         $16
</TABLE>

    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 FUND'S FISCAL YEAR ENDING OCTOBER 31,
1994.

                                       1

GENERAL INFORMATION
- --------------------------------------------------------------------------------

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust  to
offer separate series of shares of beneficial interest representing interests in
separate   portfolios  of  securities.  The   Fund  is  designed  for  financial
institutions acting in an agency or fiduciary capacity as a convenient means  of
accumulating  an interest in a professionally managed, non-diversified portfolio
investing primarily in short-term Florida municipal securities. The Fund may not
be a  suitable investment  for  retirement plans  or for  non-Florida  taxpayers
because  it invests  in municipal  securities of  that state.  A minimum initial
investment of $10,000 over a 90-day period is required.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

   
The investment objective of  the Fund is to  provide current income exempt  from
federal  regular income tax consistent with stability of principal and liquidity
and to maintain an investment portfolio that will cause its shares to be  exempt
from  the Florida intangibles  tax. This investment  objective cannot be changed
without shareholder approval.  While there is  no assurance that  the Fund  will
achieve  its  investment  objective, it  endeavors  to  do so  by  following the
investment policies described in this prospectus.
    

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Florida
municipal securities (as  defined below)  maturing in 13  months or  less. As  a
matter  of  investment  policy,  which  cannot  be  changed  without shareholder
approval, at least 80% of the Fund's annual interest income will be exempt  from
federal  regular income  tax. (Federal regular  income tax does  not include the
federal individual alternative  minimum tax or  the federal alternative  minimum
tax  for corporations.)  The average  maturity of  the securities  in the Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less.  Unless
indicated  otherwise, the investment policies set  forth below may be changed by
the Trustees without shareholder approval. Shareholders will be notified  before
any material change in these policies becomes effective.

ACCEPTABLE  INVESTMENTS.  The Fund invests  primarily in debt obligations issued
by or  on  behalf  of  Florida and  its  political  subdivisions  and  financing
authorities  (these will  normally constitute at  least 65% of  the Fund's total
assets), and obligations of  other states, territories,  and possessions of  the
United States, including the District of Columbia, and any political subdivision
or financing authority of any of these, the income from which is, in the opinion
of  qualified legal counsel, exempt from federal regular income tax. Examples of
Florida municipal securities include, but are not limited to:

    - tax and revenue  anticipation notes  ("TRANs") issued  to finance  working
      capital needs in anticipation of receiving taxes or other revenues;

    - bond  anticipation  notes  ("BANs")  that are  intended  to  be refinanced
      through a later issuance of longer-term bonds;

                                       2

    - municipal commercial paper and other short-term notes;

    - variable rate demand notes;

   
    - municipal bonds (including bonds having serial maturities and pre-refunded
      bonds) and leases; and
    

    - participation, trust and  partnership interests  in any  of the  foregoing
      obligations.

VARIABLE  RATE  DEMAND NOTES.   Variable  rate demand  notes are  long-term debt
instruments that have variable or floating  interest rates and provide the  Fund
with  the right to  tender the security  for repurchase at  its stated principal
amount plus accrued interest. Such securities typically bear interest at a  rate
that  is intended to cause the securities to trade at par. The interest rate may
float or be adjusted at regular intervals (ranging from daily to annually),  and
is  normally based  on a  published interest rate  or interest  rate index. Most
variable rate  demand notes  allow the  Fund  to demand  the repurchase  of  the
security  on not more than seven days  prior notice. Other notes only permit the
Fund to tender the security at the  time of each interest rate adjustment or  at
other  fixed intervals.  See "Demand  Features." The  Fund treats  variable rate
demand notes as  maturing on the  later of the  date of the  next interest  rate
adjustment  or  the date  on which  the Fund  may next  tender the  security for
repurchase.

PARTICIPATION INTERESTS.  The Fund  may purchase interests in Florida  municipal
securities  from financial institutions such as commercial and investment banks,
savings and loan associations, and insurance companies. These interests may take
the form  of  participations,  beneficial  interests  in  a  trust,  partnership
interests  or any other form of indirect ownership that allows the Fund to treat
the income  from the  investment as  exempt from  federal income  tax. The  Fund
invests  in these participation interests in  order to obtain credit enhancement
or demand features that would not  be available through direct ownership of  the
underlying Florida municipal securities.

MUNICIPAL  LEASES.  Municipal  leases are obligations issued  by state and local
governments  or  authorities  to  finance  the  acquisition  of  equipment   and
facilities. They may take the form of a lease, an installment purchase contract,
a conditional sales contract, or a participation interest in any of the above.

   
The  Fund  may  purchase  municipal  securities  in  the  form  of participation
interests that represent an undivided proportional interest in lease payments by
a governmental or nonprofit  entity. The lease payments  and other rights  under
the lease provide for and secure payments on the certificates. Lease obligations
may  be limited by municipal charter or  the nature of the appropriation for the
lease. Furthermore, a lease may provide that the participants cannot  accelerate
lease  obligations upon default. The participants  would only be able to enforce
lease payments as  they became  due. In  the event of  a default  or failure  of
appropriation,  unless the  participation interests  are credit  enhanced, it is
unlikely that the participants would be able to obtain an acceptable  substitute
source of payment.
    

RATINGS.   The municipal securities  in which the Fund  invests must be rated in
one of the two  highest short-term rating categories  by one or more  nationally
recognized  statistical  rating  organizations ("NRSROs")  or  be  of comparable
quality to  securities  having  such  ratings. An  NRSRO's  two  highest  rating
categories  are determined without regard for sub-categories and gradations. For

                                       3

example, securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's  Corporation
("S&P"),  MIG-1  or MIG-2  by Moody's  Investors  Service, Inc.  ("Moody's"), or
FIN-1+, FIN-1, and  FIN-2 by  Fitch Investors  Service, Inc.  ("Fitch") are  all
considered  rated in  one of the  two highest short-term  rating categories. The
Fund will follow applicable regulations in determining whether a security  rated
by  more  than one  NRSRO can  be treated  as being  in one  of the  two highest
short-term rating categories; currently,  such securities must  be rated by  two
NRSROs   in  one  of  their  two  highest  rating  categories.  See  "Regulatory
Compliance."

   
CREDIT ENHANCEMENT.  Certain of the Fund's acceptable investments may be  credit
enhanced  by  a guaranty,  letter of  credit, or  insurance. The  Fund typically
evaluates the credit  quality and  ratings of credit  enhanced securities  based
upon  the  financial condition  and ratings  of the  party providing  the credit
enhancement (the "credit  enhancer"), rather  than the  issuer. However,  credit
enhanced  securities will  not be  treated as having  been issued  by the credit
enhancer for diversification purposes,  unless the Fund  has invested more  than
10%  of its assets in securities issued, guaranteed or otherwise credit enhanced
by the credit enhancer, in which case  the securities will be treated as  having
been  issued  by  both  the  issuer and  the  credit  enhancer.  The bankruptcy,
receivership, or  default  of the  credit  enhancer will  adversely  affect  the
quality  and marketability  of the underlying  security. The Fund  may have more
than 25% of its total assets invested in securities credit enhanced by banks.
    

DEMAND FEATURES.  The Fund may acquire  securities that are subject to puts  and
standby  commitments  ("demand features")  to purchase  the securities  at their
principal amount (usually with accrued interest) within a fixed period  (usually
seven  days) following a demand by the Fund. The demand feature may be issued by
the issuer  of the  underlying securities,  a dealer  in the  securities, or  by
another  third party, and may not  be transferred separately from the underlying
security. The Fund uses  these arrangements to provide  the Fund with  liquidity
and  not  to protect  against  changes in  the  market value  of  the underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature, or a default on the underlying security or other event that  terminates
the  demand feature before its exercise,  will adversely affect the liquidity of
the underlying  security. Demand  features  that are  exercisable even  after  a
payment  default on the underlying  security may be treated  as a form of credit
enhancement.

   
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. 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.
Accordingly,  the  Fund  may pay  more  or less  than  the market  value  of the
securities on the settlement date.
    

   
The Fund may dispose  of a commitment  prior to settlement  date if the  adviser
deems it appropriate to do so. In addition, the Fund may enter into transactions
to  sell  its  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.
    

RESTRICTED  AND  ILLIQUID  SECURITIES.    The  Fund  may  invest  in  restricted
securities. Restricted  securities are  any  securities in  which the  Fund  may
invest pursuant to its investment objective and

                                       4

policies  but  which  are  subject  to  restrictions  on  resale  under  federal
securities laws. Under criteria established by the Trustees, certain  restricted
securities are determined to be liquid. To the extent that restricted securities
are  not determined to be  liquid, the Fund will  limit their purchase, together
with other illiquid securities, to 10% of its net assets.

TEMPORARY  INVESTMENTS.    From  time  to  time,  when  the  investment  adviser
determines  that market conditions  call for a  temporary defensive posture, the
Fund may invest in tax-exempt or taxable securities such as: obligations  issued
by  or  on behalf  of municipal  or  corporate issuers  having the  same quality
characteristics as described above; obligations issued or guaranteed by the U.S.
government, its agencies,  or instrumentalities;  instruments issued  by a  U.S.
branch  of a domestic bank or other deposit institution having capital, surplus,
and undivided profits in excess of  $100,000,000 at the time of investment;  and
repurchase agreements (arrangements in which the organization selling the Fund a
temporary  investment agrees at the time of  sale to repurchase it at a mutually
agreed upon time and price).

Although the Fund is permitted to make taxable, temporary investments, there  is
no  current  intention to  do  so. However,  the  interest from  certain Florida
municipal securities is subject to the federal alternative minimum tax.

FLORIDA MUNICIPAL SECURITIES

Florida municipal securities are generally issued to finance public works,  such
as   airports,  bridges,  highways,   housing,  hospitals,  mass  transportation
projects, schools, streets, and water and  sewer works. They are also issued  to
repay  outstanding obligations, to  raise funds for  general operating expenses,
and to make loans to other public institutions and facilities.

Florida municipal securities include industrial  development bonds issued by  or
on  behalf of public  authorities to provide  financing aid to  acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this  financing encourages these  corporations to locate  within
the sponsoring communities and thereby increases local employment.

The  two principal classifications of  Florida municipal securities 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. Interest on and principal of revenue bonds, however, are
payable  only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. 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.  Industrial development  bonds are  typically
classified as revenue bonds.

INVESTMENT RISKS

Yields  on  Florida  municipal  securities  depend  on  a  variety  of  factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity  of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its  investment objective also depends on  the continuing ability of the issuers
of Florida  municipal  securities and  participation  interests, or  the  credit
enhancers of either, to meet their obligations for the

                                       5

payment  of interest and principal when due. In addition, from time to time, the
supply of Florida municipal securities acceptable for purchase by the Fund could
become limited.

The Fund may invest in Florida  municipal securities which are repayable out  of
revenue  streams  generated  from economically  related  projects  or facilities
and/or whose issuers are located in the same state. Sizable investments in these
Florida municipal securities could involve an increased risk to the Fund  should
any of these related projects or facilities experience financial difficulties.

   
Obligations  of  issuers  of Florida  municipal  securities are  subject  to the
provisions of bankruptcy, insolvency,  and other laws  affecting the rights  and
remedies  of creditors. In addition, the  obligations of such issuers may become
subject to  laws  enacted in  the  future  by Congress,  state  legislators,  or
referenda  extending  the  time for  payment  of principal  and/or  interest, or
imposing other  constraints upon  enforcement of  such obligations  or upon  the
ability of states or municipalities to levy taxes. There is also the possibility
that, as a result of litigation or other conditions, the power or ability of any
issuer  to  pay,  when due,  the  principal  of and  interest  on  its municipal
securities may  be materially  affected. For  an expanded  discussion  regarding
Florida's  investment risks, please refer to  the Fund's Statement of Additional
Information.
    

NON-DIVERSIFICATION

The Fund is non-diversified. An investment  in the Fund, therefore, will  entail
greater  risk  than  would  exist  if it  were  diversified  because  the higher
percentage of investments among fewer issuers may result in greater  fluctuation
in  the total market value of the  Fund's portfolio. Any economic, political, or
regulatory developments  affecting the  value of  the securities  in the  Fund's
portfolio  will have a greater  impact on the total  value of the portfolio than
would be the case if the portfolio were diversified among more issuers.

However, the Fund intends  to comply with Subchapter  M of the Internal  Revenue
Code. This undertaking 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
its total assets are 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.

INVESTMENT LIMITATIONS

The Fund  will not  borrow  money or  pledge  securities except,  under  certain
circumstances,  the Fund may  borrow up to  one-third of the  value of its total
assets and pledge assets to  secure such borrowings. This investment  limitation
cannot be changed without shareholder approval.

REGULATORY COMPLIANCE

The   Fund  may  follow  non-fundamental  operational  policies  that  are  more
restrictive than its fundamental  investment limitations, as  set forth in  this
prospectus  and its Statement of Additional Information, in order to comply with
applicable laws and  regulations, including  the provisions  of and  regulations
under  the Investment Company Act  of 1940, as amended.  In particular, the Fund
will comply with the  various requirements of Rule  2a-7, which regulates  money
market  mutual  funds. The  Fund will  determine the  effective maturity  of its
investments, as well as  its ability to consider  a security as having  received
the  requisite  short-term  ratings  by  NRSROs,  according  to  Rule  2a-7. The

                                       6

Fund may change these  operational policies to reflect  changes in the laws  and
regulations without the approval of its shareholders.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD  OF TRUSTEES.  The  Trust is managed by a  Board of Trustees. The Trustees
are responsible for managing the Fund's business affairs and for exercising  all
the  Trust's powers  except those  reserved for  the shareholders.  An Executive
Committee of the Board of Trustees handles the Board's responsibilities  between
meetings of the Board.

INVESTMENT  ADVISER.   Investment decisions for  the Fund are  made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually  conducts investment  research and  supervision for  the
Fund and is responsible for the purchase and sale of portfolio instruments.

    ADVISORY FEES.  The adviser receives an annual investment advisory fee equal
    to  .40  of 1%  of  the Fund's  average daily  net  assets. The  adviser has
    undertaken to reimburse the Fund  up to the amount  of the advisory fee  for
    operating  expenses in excess of  limitations established by certain states.
    The adviser also may  voluntarily choose to  waive a portion  of its fee  or
    reimburse  other expenses of  the Fund, but reserves  the right to terminate
    such waiver or reimbursement at any time at its sole discretion.

    ADVISER'S BACKGROUND.   Federated  Management,  a Delaware  business  trust,
    organized  on April 11,  1989, is a registered  investment adviser under the
    Investment Advisers Act of 1940. It is a subsidiary of Federated  Investors.
    All  of the Class  A (voting) shares  of Federated Investors  are owned by a
    trust, the trustees of  which are John F.  Donahue, Chairman and Trustee  of
    Federated   Investors,  Mr.  Donahue's  wife,  and  Mr.  Donahue's  son,  J.
    Christopher Donahue, who is President and Trustee of Federated Investors.

    Federated Management and other subsidiaries of Federated Investors serve  as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a  number  of  investment  companies.  Total  assets  under  management   or
    administration  by these and  other subsidiaries of  Federated Investors are
    approximately $70 billion. Federated Investors, which was founded in 1956 as
    Federated Investors, Inc., develops and  manages mutual funds primarily  for
    the  financial industry.  Federated Investors'  track record  of competitive
    performance and  its disciplined,  risk averse  investment philosophy  serve
    approximately  3,500  client  institutions  nationwide.  Through  these same
    client institutions, individual shareholders also  have access to this  same
    level of investment expertise.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS

   
In   addition  to  periodic   payments  to  financial   institutions  under  the
Distribution and Shareholder Services Plans, certain financial institutions  may
be    compensated    by    the    adviser   or    its    affiliates    for   the
    

                                       7

continuing investment of customers' assets in certain funds, including the Fund,
advised by  those  entities.  These  payments  will  be  made  directly  by  the
distributor  or adviser from their assets, and  will not be made from the assets
of the Fund.

DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for shares of the  Fund.
It  is a  Pennsylvania corporation  organized on November  14, 1969,  and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

   
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan  adopted
in  accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .25
of 1% of the average daily net asset value of the Fund, to finance any  activity
which  is principally intended  to result in  the sale of  shares subject to the
Distribution Plan. The  distributor may  select Financial  Institutions such  as
banks,  fiduciaries,  custodians  for  public  funds,  investment  advisers, and
broker/dealers to provide sales support services as agents for their clients  or
customers.
    

The  Distribution Plan is a  compensation-type plan. As such,  the Fund makes no
payments to the distributor except as described above. Therefore, the Fund  does
not pay for unreimbursed expenses of the distributor, including amounts expended
by  the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts  expended,
or  the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by the  Fund
under the Distribution Plan.

In  addition, the  Fund has adopted  a Shareholder Services  Plan (the "Services
Plan") under which it  will pay Financial Institutions  an amount not  exceeding
.25  of 1% of  the average daily net  asset value of the  Fund to obtain certain
personal services for shareholders and  the maintenance of shareholder  accounts
("shareholder  services").  The Fund  has  entered into  a  Shareholder Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors,  under  which  Federated  Shareholder  Services  will  either perform
services directly or will select  Financial Institutions to perform  shareholder
services.  Financial Institutions will  receive fees based  upon shares owned by
their clients or customers. The schedules of such fees and the basis upon  which
such  fees will be  paid will be  determined from time  to time by  the Fund and
Federated Shareholder Services.

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES.   Federated  Administrative Services,  a subsidiary  of
Federated  Investors,  provides  certain administrative  personnel  and services
(including certain legal and accounting

                                       8

services) necessary  to  operate  the Fund.  Federated  Administrative  Services
provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
            MAXIMUM FEE               AVERAGE AGGREGATE DAILY NET ASSETS
        --------------------         ------------------------------------
        <C>                          <S>
              .15 of 1%              on the first $250 million
             .125 of 1%              on the next $250 million
              .10 of 1%              on the next $250 million
             .075 of 1%              on assets in excess of $750 million
</TABLE>

The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per portfolio. Average aggregate daily net assets include those of  all
mutual funds advised by subsidiaries of Federated Investors.

Federated  Administrative Services may choose voluntarily  to waive a portion of
its fee.

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

TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Pittsburgh,  PA is  transfer agent  for the  shares of,  and dividend disbursing
agent for, the Fund.

   
LEGAL COUNSEL.   Legal counsel  is provided  by Houston,  Houston and  Donnelly,
Pittsburgh, PA and Dickstein, Shapiro & Morin, L.L.P., Washington, D.C.
    

   
INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, PA.
    

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of Trust expenses.
These expenses include, but are not limited to the cost of: organizing the Trust
and   continuing  its   existence;  Trustees'  fees;   investment  advisory  and
administrative  services;  printing   prospectuses  and   other  documents   for
shareholders; registering the Trust, the Fund, and shares of the Fund; taxes and
commissions;  issuing, purchasing,  repurchasing and redeeming  shares; fees for
custodians, transfer agents, dividend  disbursing agents, shareholder  servicing
agents,  and  registrars;  printing, mailing,  auditing,  accounting,  and legal
expenses; reports to shareholders and government agencies; meetings of  Trustees
and   shareholders  and  proxy   solicitations  therefore;  insurance  premiums;
association membership dues; and such  non-recurring and extraordinary items  as
may arise.

NET ASSET VALUE
- --------------------------------------------------------------------------------

The  Fund attempts to  stabilize the net asset  value of its  shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net  asset
value per share is determined by subtracting total liabilities from total assets
and  dividing the remainder by the number of shares outstanding. The Fund cannot
guarantee that its net asset value will always remain at $1.00 per share.

The net  asset value  is determined  at 12:00  noon, 1:00  p.m., and  4:00  p.m.
(Eastern  time) Monday through Friday except on: (i) days on which there are not
sufficient changes in the value of the Fund's

                                       9

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; or (iii)  the following holidays: New Year's Day,
Presidents' Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor  Day,
Thanksgiving Day, and Christmas Day.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares  are  sold  at  their  net asset  value,  without  a  sales  charge, next
determined after an  order is  received, on  days on  which the  New York  Stock
Exchange  and the Federal Reserve Wire System  are open for business. Shares may
be purchased either by wire or mail.  The Fund reserves the right to reject  any
purchase request.

To  make  a purchase,  open  an account  by  calling Federated  Securities Corp.
Information needed to establish the account will be taken by telephone.

THROUGH  A  FINANCIAL   INSTITUTION.    Investors   may  call  their   financial
institutions  to  place an  order. Orders  through  a financial  institution are
considered received when the Fund receives  payment by wire or converts  payment
by  check from the financial institution into federal funds. It is the financial
institution's responsibility to transmit orders promptly. Financial institutions
may charge additional fees for their services.

   
BY WIRE.  To  purchase by wire,  call the Fund. All  information needed will  be
taken over the telephone, and the order is considered received when State Street
Bank  receives payment by wire. Federal funds  should be wired as follows: State
Street Bank and Trust Company,  Boston, Massachusetts; Attention: EDGEWIRE;  For
Credit  to: Florida Municipal Cash Trust; Fund  Number (this number can be found
on the  account statement  or by  contacting the  Fund); Group  Number or  Order
Number;  Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on days on which the New York Stock Exchange is closed and  on
federal holidays restricting wire transfers.
    

BY  MAIL.  To purchase  by mail, send a check  made payable to Florida Municipal
Cash Trust to State  Street Bank and  Trust Company, P.O.  Box 8602, Boston,  MA
02666-8602.  Orders by  mail are  considered received  when payment  by check is
converted by State  Street Bank into  federal funds. This  is normally the  next
business day after the check is received.

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment is $10,000.  However, an account  may be opened
with a smaller amount as long as the minimum is reached within 90 days.  Minimum
investments  will be  calculated by combining  all accounts  maintained with the
Fund.  Financial   institutions   may  impose   different   minimum   investment
requirements on their customers.

                                       10

SUBACCOUNTING SERVICES

Financial  institutions are encouraged to  open single master accounts. However,
certain  financial  institutions   may  wish   to  use   the  transfer   agent's
subaccounting  system to minimize their internal recordkeeping requirements. The
transfer agent  charges a  fee  based on  the  level of  subaccounting  services
rendered.  Financial institutions may charge  or pass through subaccounting fees
as part of or in addition to normal trust or agency account fees. They may  also
charge fees for other services provided which may be related to the ownership of
Fund  shares.  This  prospectus should,  therefore,  be read  together  with any
agreement between the customer and the financial institution with regard to  the
services  provided, the fees charged for those services and any restrictions and
limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent  for the Fund,  Federated Services Company  maintains a  share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund or Federated Services Company in writing.

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are  declared  daily and  paid  monthly. Dividends  are  automatically
reinvested  on  payment  dates in  additional  shares  of the  Fund  unless cash
payments are requested by writing to  the Fund. Shares purchased by wire  before
1:00  p.m. (Eastern time) begin earning  dividends that day. Shares purchased by
check begin earning dividends the day after the check is converted into  federal
funds.

CAPITAL GAINS

The  Fund does  not expect to  realize any  capital gains or  losses. If capital
gains or losses were to occur, they  could result in an increase or decrease  in
dividends.  The Fund will  distribute in cash or  additional shares any realized
net long-term capital gains at least once every 12 months.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed  at their  net asset value  next determined  after the  Fund
receives  the redemption request. Redemptions will be  made on days on which the
Fund computes  its net  asset value.  Redemption requests  must be  received  in
proper form and can be made as described below.

THROUGH A FINANCIAL INSTITUTION

   
Shares  may  be redeemed  by  calling the  shareholder's  financial institution.
Shares will be redeemed at  the net asset value  next determined after the  Fund
receives  the redemption request  from the financial  institution. The financial
institution is  responsible  for  promptly submitting  redemption  requests  and
providing  proper written redemption instructions. The financial institution may
charge customary fees and commissions for this service.
    

                                       11

An authorization form permitting redemption requests by telephone must first  be
completed.  Authorization forms  and information  on this  service are available
from  Federated  Securities  Corp.  Telephone  redemption  instructions  may  be
recorded.  If reasonable  procedures are  not followed  by the  Fund, it  may be
liable for losses due to unauthorized or fraudulent telephone instructions.

   
In the event of drastic economic or market changes, a shareholder may experience
difficulty in  redeeming  by  telephone.  If  this  occurs,  another  method  of
redemption, such as "By Mail," should be considered.
    

RECEIVING  PAYMENT.   Pursuant to  instructions from  the financial institution,
redemptions will be made by check or by wire.

    BY WIRE.    Proceeds for  redemption  requests received  before  12:00  noon
    (Eastern  time) will be wired the same day  but will not be entitled to that
    day's dividend. Redemption requests received after 12:00 noon (Eastern time)
    will receive that day's dividends and  will be wired the following  business
    day.

    BY  CHECK.  Normally, a check for the proceeds is mailed within one business
    day, but  in no  event  more than  seven days,  after  receipt of  a  proper
    redemption  request. Dividends are paid  up to and including  the day that a
    redemption request is processed.

BY MAIL

Shares may be redeemed by sending a  written request to the transfer agent.  The
written  request should state: Florida Municipal Cash Trust; shareholder's name;
the account number; and the share  or dollar amount requested. Sign the  request
exactly  as the  shares are  registered. Shareholders  should call  the Fund for
assistance in redeeming by mail.

If share  certificates have  been issued,  they must  be properly  endorsed  and
should be sent by registered or certified mail with the written request.

Shareholders  requesting a  redemption of $50,000  or more, a  redemption of any
amount to be sent to an  address other than that on  record with the Fund, or  a
redemption  payable  other than  to the  shareholder of  record must  have their
signatures guaranteed by:

   
    - a trust company or commercial bank whose deposits are insured by the  Bank
      Insurance  Fund, which  is administered  by the  Federal Deposit Insurance
      Corporation ("FDIC");
    

    - a member firm of the New York, American, Boston, Midwest, or Pacific Stock
      Exchanges;

    - a savings bank or savings and loan association whose deposits are  insured
      by  the Savings Association  Insurance Fund, which  is administered by the
      FDIC; or

    - any other "eligible guarantor institution,"  as defined in the  Securities
      Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The  Fund and the transfer agent  have adopted standards for accepting signature
guarantees from the  above institutions.  The Fund may  elect in  the future  to
limit eligible signature guarantors to

                                       12

institutions  that are members of the  signature guarantee program. The Fund and
its transfer  agent reserve  the right  to  amend these  standards at  any  time
without notice.

Normally,  a check for the proceeds is mailed within one business day, but in no
event more  than  seven days,  after  receipt  of a  proper  written  redemption
request.  Dividends  are paid  up to  and  including the  day that  a redemption
request is processed.

   
BY WRITING  A CHECK.   At  the  shareholder's request,  State Street  Bank  will
establish  a checking account  for redeeming shares.  A fee is  charged for this
service. For further information, contact the Fund.
    

   
With this  checking account,  shares may  be redeemed  by writing  a check.  The
redemption  will be made  at the net asset  value on the date  that the check is
presented to  the Fund.  A check  may  not be  written to  close an  account.  A
shareholder  may obtain cash by negotiating  the check through the shareholder's
local bank. Checks should never be made payable or sent to State Street Bank  to
redeem shares. Cancelled checks are sent to the shareholder each month.
    

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required  minimum  value  of  $10,000  due to
shareholder redemptions.

Before shares are redeemed to close  an account, the shareholder is notified  in
writing  and allowed 30 days  to purchase additional shares  to meet the minimum
requirement.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Trust gives the shareholder one vote in Trustee elections  and
other  matters submitted to shareholders for vote.  All shares of all classes of
each portfolio in  the Trust have  equal voting rights,  except that in  matters
affecting only a particular portfolio or class, only shares of that portfolio 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's or the Fund's operation and for
the election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the  shareholders for this purpose  shall be called by  the
Trustees  upon the written  request of shareholders  owning at least  10% of the
outstanding shares of the Trust.

MASSACHUSETTS PARTNERSHIP LAW

Under certain  circumstances,  shareholders may  be  held personally  liable  as
partners  under Massachusetts law  for obligations of the  Trust. To protect its
shareholders, the  Trust  has  filed legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Trust. 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.

                                       13

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the  Trust is  required by  the  Declaration of  Trust to  use  its
property  to protect or  compensate the shareholder. On  request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act  or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder  will occur only if the Trust  itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.

The  Fund will be  treated as a  single, separate entity  for federal income tax
purposes so that  income (including capital  gains) and losses  realized by  the
Trust's  other  portfolios will  not  be combined  for  tax purposes  with those
realized by the Fund.

Shareholders 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 certain  "private activity"  bonds issued
after August 7,  1986, may  be included  in calculating  the federal  individual
alternative minimum tax or the federal alternative minimum tax for corporations.
The  Fund may purchase all types  of municipal bonds, including private activity
bonds.

The alternative minimum  tax applies  when it exceeds  the regular  tax for  the
taxable year. Alternative minimum taxable income is equal to the regular taxable
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.

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.

These tax  consequences apply  whether  dividends are  received  in cash  or  as
additional shares.

STATE AND LOCAL TAXES

Income  from the Fund  is not necessarily  free from taxes  in states other than
Florida. Shareholders are urged to consult their own tax advisers regarding  the
status of their accounts under state and local tax laws.

FLORIDA INTANGIBLES TAX

Shareholders  of the Fund that  are subject to the  Florida intangibles tax will
not be required  to include  the value  of their  Fund shares  in their  taxable
intangible  property if all  of the Fund's investments  on the annual assessment
date are obligations that would be exempt from such tax if held directly by such
shareholders, such  as Florida  and U.S.  government obligations.  As  described
earlier, the Fund

                                       14

will  normally attempt to  invest substantially all of  its assets in securities
which are exempt from the Florida intangibles tax. Accordingly, the value of the
Fund shares held by  a shareholder should under  normal circumstances be  exempt
from the Florida intangibles tax.

However,  if the portfolio consists of any assets which are not so exempt on the
annual assessment date, only the portion of the shares of the 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.

FLORIDA STATE MUNICIPAL TAXATION

In a majority of states that have an income tax, dividends paid by a mutual fund
attributable to investments  in a particular  state's municipal obligations  are
exempt  from both Federal and such state's  income tax. If Florida were to adopt
an income  tax in  the future,  and assuming  that its  income tax  policy  with
respect  to  mutual  funds  investing  in  Florida  state  and  local  municipal
obligations would  be  similar  to  the general  tax  policy  of  other  states,
dividends  paid by  the Fund would  be exempt  from Florida state  income tax. A
constitutional amendment  approved by  referendum would  be required  before  an
individual income tax could be imposed.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From  time  to  time  the  Fund  advertises  its  yield,  effective  yield,  and
tax-equivalent yield.

Yield represents the annualized  rate of income earned  on an investment over  a
seven-day  period. It is the annualized dividends earned during the period on an
investment shown  as a  percentage of  the investment.  The effective  yield  is
calculated  similarly to the yield, but when annualized, the income earned by an
investment is  assumed to  be  reinvested daily.  The  effective yield  will  be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
is  adjusted to reflect the taxable yield that  would have to be earned to equal
the Fund's tax exempt yield, assuming a specific tax rate.

Advertisements and sales literature may also refer to total return. Total return
represents the change,  over a  specified period  of time,  in the  value of  an
investment  in  the  Fund  after reinvesting  all  income  distributions.  It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

From time  to  time,  the  Fund may  advertise  its  performance  using  certain
reporting services and/or compare its performance to certain indices.

                                       15

- --------------------------------------------------------------------------------
                                   FLORIDA MUNICIPAL
                                   CASH TRUST
                                             PROSPECTUS

                                             A non-diversified Portfolio of
                                             Federated Municipal Trust,
                                             an Open-End Management
                                             Investment Company

   
                                             Prospectus dated September 19, 1994
    
   [LOGO]

     Distributor

     A subsidiary of FEDERATED INVESTORS

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PA 15222-3779

   
         314229 75 8
    
   
       [LOGO]
                            RECYCLED
    
   
      005392 (9/94)
    
                                 PAPER

                          FLORIDA MUNICIPAL CASH TRUST

                   (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)

                      STATEMENT OF ADDITIONAL INFORMATION

   This Statement of Additional Information should be read with the
   prospectus of Florida Municipal Cash Trust (the "Fund") dated
   September 19, 1994. This Statement is not a prospectus. To receive a
   copy of a prospectus, write or call Federated Municipal Trust.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                    Statement dated September 19, 1994

[LOGO]   012345678
         DISTRIBUTOR
         A SUBSIDIARY OF FEDERATED INVESTORS

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                             <C>
INVESTMENT POLICIES                                     1
- ---------------------------------------------------------
  Acceptable Investments                                1
  Participation Interests                               1
  Municipal Leases                                      1
  When-Issued And Delayed Delivery
    Transactions                                        1
  Repurchase Agreements                                 1
  Florida Investment Risks                              1

INVESTMENT LIMITATIONS                                  2
- ---------------------------------------------------------
  Selling Short and Buying on Margin                    2
  Issuing Senior Securities and Borrowing
    Money                                               2
  Pledging Assets                                       3
  Lending Cash or Securities                            3
  Investing in Commodities                              3
  Investing in Real Estate                              3
  Underwriting                                          3
  Concentration of Investments                          3
  Investing in Restricted Securities                    3
  Investing in Illiquid Securities                      3
  Investing in Securities of Other Investment
    Companies                                           3
  Investing in New Issuers                              3
  Investing for Control                                 3
  Investing in Issuers Whose Securities Are
    Owned by Officers of the Fund                       3
  Investing in Options                                  4
  Investing in Minerals                                 4

BROKERAGE TRANSACTIONS                                  4
- ---------------------------------------------------------
FEDERATED MUNICIPAL TRUST MANAGEMENT                    5
- ---------------------------------------------------------
  The Funds                                             7
  Share Ownership                                       7
  Trustee Liability                                     7

INVESTMENT ADVISORY SERVICES                            7
- ---------------------------------------------------------
  Investment Adviser                                    7
  Advisory Fees                                         7

FUND ADMINISTRATION                                     8
- ---------------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT            8
- ---------------------------------------------------------
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS             8
- ---------------------------------------------------------
  Custodian and Portfolio Recordkeeper                  8

DETERMINING NET ASSET VALUE                             8
- ---------------------------------------------------------
  Redemption in Kind                                    9
  The Fund's Tax Status                                 9

PERFORMANCE INFORMATION                                 9
- ---------------------------------------------------------
  Yield                                                 9
  Effective Yield                                       9
  Tax-Equivalency Table                                10
  Total Return                                         10
  Performance Comparisons                              10

APPENDIX                                               11
- ---------------------------------------------------------
</TABLE>

                                       I

INVESTMENT POLICIES
- --------------------------------------------------------------------------------

Unless indicated otherwise, the policies described below may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

When determining whether a municipal security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of a
municipal security, the issuer of a demand feature if the Fund has the
unconditional right to demand payment for the municipal security, or any
guarantor of payment by either of those issuers.

PARTICIPATION INTERESTS

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). The municipal securities subject to
the participation interests are not limited to the Fund's maximum maturity
requirements so long as the participation interests include the right to demand
payment from the issuers of those interests. By purchasing participation
interests having a seven day demand feature, the Fund is buying a security
meeting the maturity and quality requirements of the Fund and also is receiving
the tax-free benefits of the underlying securities.

MUNICIPAL LEASES

In determining the liquidity of municipal lease securities, the investment
adviser, under the authority delegated by the Board of Trustees, will base its
determination on the following factors: 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 leased
property because the property is no longer deemed essential to its operations
(e.g., the potential for an "event of non-appropriation"); and any credit
enhancement or legal recourse provided upon an event of non-appropriation or
other termination of the lease.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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 assets are marked to market daily
and are maintained until the transaction has been settled. The Fund does not
intend to engage in when-issued and delayed delivery transactions to an extent
that would cause the segregation of more than 20% of the total value of its
assets.

REPURCHASE AGREEMENTS

Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which banks,
brokers/dealers, and other recognized financial institutions sell securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. To the extent that the seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities. The Fund or its custodian will take possession
of the securities subject to repurchase agreements, and these securities will be
marked to market daily. In the event that 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.

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

                                                                               1

- --------------------------------------------------------------------------------
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, Florida Statutes, provides that financial operations of the
State of Florida covering all receipts and expenditures must 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 sale 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.

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
payments and the overall level of private insurance. However, it is possible
that single revenue-based local bond issues could be severly 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.

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 are 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
in amounts up to one-third of the value of its total assets, including the
amounts borrowed.

The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure 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 borrowings in
excess of 5% of the value of its total assets are outstanding.

2

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

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or hold
portfolio securities permitted by its investment objective, policies, and
limitations, or Declaration of Trust.

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, including limited partnership
interests, although it may invest in securities of issuers 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 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, or in industrial development bonds or other securities the interest
upon which is paid from revenues of similar types of projects, except that the
Fund may invest 25% or more of the value of its total assets in cash, cash
items, or securities issued or guaranteed by the government of the United States
or its agencies, or instrumentalities and repurchase agreement collateralized by
such U.S. government securities.

The above 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 limitations becomes 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 federal securities law, except for restricted
securities determined to be liquid under criteria established by the Trustees.

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will not purchase securities of other investment companies, except as
part of a merger, consolidation, or other acquisition.

INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of the value of its total assets in
securities of issuers (including companies responsible for paying principal and
interest on industrial development bonds) which have records of less than three
years of continuous operations, including the operation of any predecessor.

INVESTING FOR CONTROL

The Fund will not invest in securities of a company for the purpose of
exercising control or management.

INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS OF THE FUND

The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Fund or its investment adviser owning individually
more than .50 of 1% of the issuer's securities together own more than 5% of the
issuer's securities.

                                                                               3

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

INVESTING IN OPTIONS

The Fund will not invest in puts, calls, straddles, spreads, or any combination
of them.

INVESTING IN MINERALS

The Fund will not purchase or sell 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.

For purposes of the above 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". 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 limitation.

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

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 use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Board of 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. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Trust 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. 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.

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser 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 to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.

4

FEDERATED MUNICIPAL TRUST MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, principal occupations,
and present positions.

<TABLE>
<CAPTION>
                                        POSITION WITH     PRINCIPAL OCCUPATIONS
      NAME AND ADDRESS                  THE TRUST         DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>
      John F. Donahue@*                 Chairman and      Chairman and Trustee, Federated Investors, Federated
      Federated Investors               Trustee           Advisers, Federated Management, and Federated Research;
        Tower                                             Chairman and Director, Federated Research Corp.; Chairman,
      Pittsburgh, PA                                      Passport Research, Ltd.; Director, AEtna Life and Casualty
                                                          Company; Chief Executive Officer and Director, Trustee, or
                                                          Managing General Partner of the Funds. Mr. Donahue is the
                                                          father of J. Christopher Donahue, Vice President of the
                                                          Trust.
- ----------------------------------------------------------------------------------------------------------------------
      John T. Conroy, Jr.               Trustee           President, Investment Properties Corporation; Senior Vice-
      Wood/IPC Commercial                                 President, John R. Wood and Associates, Inc., Realtors;
        Department                                        President, Northgate Village Development Corporation;
      John R. Wood and                                    Partner or Trustee in private real estate ventures in
        Associates, Inc., Realtors                        Southwest Florida; Director, Trustee, or Managing General
      3255 Tamiami Trail North                            Partner of the Funds; formerly, President, Naples Property
      Naples, FL                                          Management, Inc.
- ----------------------------------------------------------------------------------------------------------------------
      William J. Copeland               Trustee           Director and Member of the Executive Committee, Michael
      One PNC Plaza -                                     Baker, Inc.; Director, Trustee, or Managing General Partner
        23rd Floor                                        of the Funds; formerly, Vice Chairman and Director, PNC
      Pittsburgh, PA                                      Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
                                                          Inc.
- ----------------------------------------------------------------------------------------------------------------------
      James E. Dowd                     Trustee           Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
      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.           Trustee           Hematologist, Oncologist, and Internist, Presbyterian and
      3471 Fifth Avenue,                                  Montefiore Hospitals; Professor of Medicine and Trustee,
        Suite 1111                                        University of Pittsburgh; Director of Corporate Health,
      Pittsburgh, PA                                      University of Pittsburgh Medical Center; Director, Trustee,
                                                          or Managing General Partner of the Funds.
- ----------------------------------------------------------------------------------------------------------------------
      Edward L. Flaherty, Jr.@          Trustee           Attorney-at-law; Partner, Meyer and Flaherty; Director,
      5916 Penn Mall                                      Eat'N Park Restaurants, Inc., and Statewide Settlement
      Pittsburgh, PA                                      Agency, Inc.; Director, Trustee, or Managing General Partner
                                                          of the Funds; formerly, Counsel, Horizon Financial, F.A.,
                                                          Western Region.
- ----------------------------------------------------------------------------------------------------------------------
      Glen R. Johnson*                  President and     Trustee, Federated Investors; President and/or Trustee of
      Federated Investors               Trustee           some of the Funds; staff member, Federated Securities Corp.
        Tower                                             and Federated Administrative Services.
      Pittsburgh, PA
- ----------------------------------------------------------------------------------------------------------------------
      Peter E. Madden                   Trustee           Consultant; State Representative, Commonwealth of
      225 Franklin Street                                 Massachusetts; Director, Trustee, or Managing General
      Boston, MA                                          Partner of the Funds; formerly, President, State Street Bank
                                                          and Trust Company and State Street Boston Corporation and
                                                          Trustee, Lahey Clinic Foundation, Inc.
- ----------------------------------------------------------------------------------------------------------------------
      Gregor F. Meyer                   Trustee           Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
      5916 Penn Mall                                      Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.;
      Pittsburgh, PA                                      Director, Trustee, or Managing General Partner of the Funds;
                                                          formerly, Vice Chairman, Horizon Financial, F.A.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                               5

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        POSITION WITH     PRINCIPAL OCCUPATIONS
      NAME AND ADDRESS                  THE TRUST         DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>
      Wesley W. Posvar                  Trustee           Professor, Foreign Policy and Management Consultant;
      1202 Cathedral of                                   Trustee, Carnegie Endowment for International Peace, RAND
        Learning                                          Corporation, Online Computer Library Center, Inc., and U.S.
      University of Pittsburgh                            Space Foundation; Chairman, Czecho Slovak Management Center;
      Pittsburgh, PA                                      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                 Trustee           Public relations/marketing consultant; Director, Trustee, or
      4905 Bayard Street                                  Managing General Partner of the Funds.
      Pittsburgh, PA
- ----------------------------------------------------------------------------------------------------------------------
      J. Christopher                    Vice President    President and Trustee, Federated Investors, Federated
        Donahue                                           Advisers, Federated Management, and Federated Research;
      Federated Investors                                 President and Director, Federated Research Corp.; President,
        Tower                                             Passport Research, Ltd.; Trustee, Federated Administrative
      Pittsburgh, PA                                      Services, Federated Services Company, and Federated
                                                          Shareholder 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    Executive Vice President and Trustee, Federated Investors;
      Federated Investors                                 Director, Federated Research Corp.; Chairman and Director,
        Tower                                             Federated Securities Corp.; President or Vice President of
      Pittsburgh, PA                                      some of the Funds; Director or Trustee of some of the Funds.
- ----------------------------------------------------------------------------------------------------------------------
      Edward C. Gonzales                Vice President    Vice President, Treasurer, and Trustee, Federated Investors;
      Federated Investors               and Treasurer     Vice President and Treasurer, Federated Advisers, Federated
        Tower                                             Management, Federated Research, Federated Research Corp.,
      Pittsburgh, PA                                      and Passport Research, Ltd.; Executive Vice President,
                                                          Treasurer, and Director, Federated Securities Corp.;
                                                          Trustee, Federated Services Company and Federated
                                                          Shareholder Services; Chairman, Treasurer, and Trustee,
                                                          Federated Administrative Services; Trustee or Director of
                                                          some of the Funds; Vice President and Treasurer of the
                                                          Funds.
- ----------------------------------------------------------------------------------------------------------------------
      John W. McGonigle                 Vice President    Vice President, Secretary, General Counsel, and Trustee,
      Federated Investors               and Secretary     Federated Investors; Vice President, Secretary, and Trustee,
        Tower                                             Federated Advisers, Federated Management, and Federated
      Pittsburgh, PA                                      Research; Vice President and Secretary, Federated Research
                                                          Corp. and Passport Research, Ltd.; Trustee, Federated
                                                          Services Company; Executive Vice President, Secretary, and
                                                          Trustee, Federated Administrative Services; Secretary and
                                                          Trustee, Federated Shareholder Services; Executive Vice
                                                          President and Director, Federated Securities Corp.; Vice
                                                          President and Secretary of the Funds.
- ----------------------------------------------------------------------------------------------------------------------
<FN>
 * This Trustee is deemed to be an "interested person" as defined in the
   Investment Company Act of 1940, as amended.
@ Member of the Executive Committee. The Executive Committee of the Board of
  Trustees handles the responsibilities of the Board of Trustees between
  meetings of the Board.
</TABLE>

6

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

THE FUNDS

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

American Leaders Fund, Inc.; Annuity Management Series; Automated Cash
Management Trust; Automated Government Money Trust; 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 Institutional 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; Managed Series Trust; Mark Twain Funds;
The Medalist 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; 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; World Investment Series, Inc.

SHARE OWNERSHIP

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

TRUSTEE LIABILITY

The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes or fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The Florida Municipal Cash Trust's investment adviser is Federated Management.
It is a subsidiary of Federated Investors. All the voting securities of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, his wife and his son, J. Christopher Donahue.

The adviser shall not be liable to 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 Trust.

ADVISORY FEES

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the 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

                                                                               7

- --------------------------------------------------------------------------------
      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 fees.

      This arrangement is not part of the advisory contract and may be amended
      or rescinded in the future.

FUND ADMINISTRATION
- --------------------------------------------------------------------------------

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. Dr. Henry J. Gailliot, an officer of Federated Management, the
adviser to the Fund, holds approximately 20% of the outstanding common stock and
serves as director of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services, Inc. and
Federated Administrative Services.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type and number of accounts
and transactions made by shareholders. Federated Services Company also maintains
the Trust's accounting records. The fee is based on the level of the Fund's
average net assets for the period plus out-of-pocket expenses.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
- --------------------------------------------------------------------------------

These arrangements permit the payment of fees to Financial Institutions, the
distributor and Federated Shareholder Services to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel 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; and assisting
clients in changing dividend options, account designations, and addresses.

By adopting the Distribution Plan, the Board of Trustees expects 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 pursuing its investment objective. By
identifying potential investors whose needs are served by the Fund's objective,
and properly servicing these accounts, it may be possible to curb sharp
fluctuations in rates of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

CUSTODIAN AND PORTFOLIO RECORDKEEPER

State Street Bank and Trust, Boston, MA is custodian for the securities and cash
of the Fund. Federated Services Company, Pittsburgh, PA provides certain
accounting and recordkeeping services with respect to the Fund's portfolio
investments.

DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of

8

- --------------------------------------------------------------------------------
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Fund's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5 of 1% between the two values. The Trustees will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material dilution or
other unfair results arising from differences between the two methods of
determining net asset value.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, 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 who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

THE FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, 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.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Fund, the performance will be reduced for those shareholders paying those
fees.

YIELD

The Fund calculates its yield based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

EFFECTIVE YIELD

The Fund calculates its effective yield by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to the
365/7th power; and subtracting 1 from the result.

                                                                               9

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

TAX-EQUIVALENCY TABLE

A tax-equivalency table may be used in advertising and sales literature. The
interest earned by the municipal securities in the Fund's 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 can
be an attractive choice for investors, particularly in times of narrow spreads
between tax-free and taxable yields.
<TABLE>
<CAPTION>
     FLORIDA TAXABLE EQUIVALENT YIELD FOR 1994**
- ------------------------------------------------------
<S>                    <C>        <C>        <C>
FEDERAL MARGINAL RATE      31.00%     36.00%     39.60%

<CAPTION>
- ------------------------------------------------------
<S>                    <C>        <C>        <C>
     Net Yield**        Taxable Equivalent Yields***
        2.50%               3.94%      4.25%      4.50%
        3.00%               4.66%      5.02%      5.32%
        3.50%               5.38%      5.80%      6.15%
        4.00%               6.10%      6.58%      6.97%
        4.50%               6.83%      7.36%      7.80%
        5.00%               7.55%      8.14%      8.62%
        5.50%               8.27%      8.92%      9.45%
        6.00%               9.00%      9.70%     10.28%
<CAPTION>
- ------------------------------------------------------
<FN>
     * For some investors, income may be subject to the federal alternative
       minimum tax and state and local taxes.
     ** These yields are for illustrative purposes only and are not indicative
        of past or future performance of the Fund. Actual yields will vary.
    *** These calculations are based upon an investment value of $10,000 subject
        to the Florida intangibles tax, and the assumption that this tax is
        deducted in full for federal tax purposes.
</TABLE>

TOTAL RETURN

Average annual total return 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 compounded 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.

PERFORMANCE COMPARISONS

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 net asset value. The financial
publications and/or indices which the Fund uses in advertising may include:

    - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories
      based on total return, which assumes the reinvestment of all income
      dividends and capital gains distributions, if any.

    - DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money market
      funds weekly. Donoghue's Money Market Insight publication reports monthly
      and 12-month-to-date investment results for the same money funds.

    - MONEY, a monthly magazine, regularly ranks money market funds in various
      categories based on the latest available seven-day effective yield.

10

APPENDIX
- --------------------------------------------------------------------------------

                       MUNICIPAL BOND RATING DEFINITIONS

STANDARD AND POOR'S CORPORATION

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.

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.

                       LONG-TERM DEBT RATING DEFINITIONS

FITCH INVESTORS SERVICE, INC.

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

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

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

                             MUNICIPAL NOTE RATINGS

STANDARD AND POOR'S CORPORATION

SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

                            SHORT-TERM LOAN RATINGS

MOODY'S INVESTORS SERVICE, INC.

MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows superior liquidity support or demonstrated
broadbased access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

                                                                              11

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

                      COMMERCIAL PAPER RATING DEFINITIONS

STANDARD & POOR'S CORPORATION

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.

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

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 alternate liquidity is
maintained.

                       SHORT-TERM DEBT RATING DEFINITIONS
FITCH INVESTORS SERVICE, INC.

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment only slightly less in degree than issues rated
"F-1+."

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as for
issues assigned "F-1+" and "F-1" ratings.

12
</TEXT>
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