-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, THMLJHq8jKjsThoFyu2z8nWk3OJG14R2Z+jiv0Rnsuzf2DLzA6bA2xiauyPdx+eu JnTzwzcLHzqkhaGJNbwaww== 0000855108-95-000035.txt : 199507190000855108-95-000035.hdr.sgml : 19950719 ACCESSION NUMBER: 0000855108-95-000035 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 34 FILED AS OF DATE: 19950718 EFFECTIVENESS DATE: 19950718 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: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-31259 FILM NUMBER: 95554595 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05911 FILM NUMBER: 95554596 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TOWER CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122887496 485BPOS 1 1933 Act File No. 33-31259 1940 Act File No. 811-5911 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X__ Pre-Effective Amendment No. __ Post-Effective Amendment No. 37 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X Amendment No. 37 X FEDERATED MUNICIPAL TRUST (Exact Name of Registrant as Specified in Charter) Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Address of Principal Executive Offices) (412) 288-1900 (Registrant's Telephone Number) John W. McGonigle, Esquire, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (Name and Address of Agent for Service) It is proposed that this filing will become effective: immediately upon filing pursuant to paragraph (b) X on July 18, 1995, pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a) (i) on pursuant to paragraph (a) (i). 75 days after filing pursuant to paragraph (a)(ii) on _________________ pursuant to paragraph (a)(ii) of Rule 485. If appropriate, check the following box: This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant has filed with the Securities and Exchange Commission a declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940, and: X filed the Notice required by that Rule on December 15, 1994; or intends to file the Notice required by that Rule on or about ________; or during the most recent fiscal year did not sell any securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not file the Notice. Copies To: Matthew G. Maloney, Esquire Dickstein, Shapiro & Morin, L.L.P. 2101 L Street, N.W. Washington, D.C. 20037 CROSS-REFERENCE SHEET This Amendment to the Registration Statement of FEDERATED MUNICIPAL TRUST, which consists of fourteen portfolios: (1) Connecticut Municipal Cash Trust, (a) Institutional Service Shares; (2) Pennsylvania Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional Service Shares; (c) Institutional Shares (3) Minnesota Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional Shares; (4) New Jersey Municipal Cash Trust, (a) Institutional Shares and (b) Institutional Service Shares; (5) Ohio Municipal Cash Trust, (a) Cash II Shares and (b) Institutional Shares; (6) Virginia Municipal Cash Trust, (a) Institutional Shares and (b) Institutional Service Shares; (7) Alabama Municipal Cash Trust; (8) North Carolina Municipal Cash Trust; (9) Maryland Municipal Cash Trust; (10) California Municipal Cash Trust; (11) New York Municipal Cash Trust, (a) Cash II Shares and (b) Institutional Service Shares; (12) Florida Municipal Cash Trust; (13) Massachusetts Municipal Cash Trust, (a) Institutional Service Shares and (b) BayFunds Shares; (14) Michigan Municipal Cash Trust; and (15) Georgia Municipal Cash Trust (in registration as of the date of this filing), relates to Pennsylvania Municipal Cash Trust-Institutional Shares and is comprised of the following: PART A. INFORMATION REQUIRED IN A PROSPECTUS. Prospectus Heading (Rule 404(c) Cross Reference) Item 1. Cover Page (1-15) Cover Page. Item 2. Synopsis (1-15) Summary of Fund Expenses. Item 3. Condensed Financial Information (1, 2a, 2b, 3-13) Financial Highlights; (1-15) Performance Information. Item 4. General Description of Registrant (1-15) General Information; (1-13a, 14, 15) Investment Information; (1-13a, 14, 15) Investment Objective; (1-13a, 14, 15) Investment Policies; (13b) Investment Objective and Policies; (1) Connecticut Municipal Securities; (2) Pennsylvania Municipal Securities; (3) Minnesota Municipal Securities; (4) New Jersey Municipal Securities; (5) Ohio Municipal Securities; (6) Virginia Municipal Securities; (7) Alabama Municipal Securities; (8) North Carolina Municipal Securities; (9) Maryland Municipal Securities; (10) California Municipal Securities; (11) New York Municipal Securities; (12) Florida Municipal Securities; (13) Massachusetts Municipal Securities; (14) Michigan Municipal Securities; (15) Georgia Municipal Securities; (1) Connecticut Investment Risks; (2) Pennsylvania Investment Risks; (3) Minnesota Investment Risks; (4) New Jersey Investment Risks; (5) Ohio Investment Risks; (6) Virginia Investment Risks; (7) Alabama Investment Risks; (8) North Carolina Investment Risks; (9) Maryland Investment Risks; (10) California Investment Risks; (12) New York Investment Risks; (13) Massachusetts Investment Risks;(14) Michigan Investment Risks; (15) Investment Risks; (1-15) Non-Diversification; (1-13a, 14, 15) Investment Limitations; (1-15) Regulatory Compliance. Item 5. Management of the Fund (1-13a, 14) Trust Information; (15) Fund Information; (1-13a, 14) Management of the Trust; (13b) Management, Distribution and Administration; (1- 6,11,12,13a) Distribution of Cash Series, Institutional, Institutional Service, or Cash II Shares; (7,8,9,10,12,15) Distribution of Shares; (2- 7,9,10,11,13a,14,15) Administration of the Fund; (1,8,12) Administration of the Trust; (2c,9,12,14,15) Expenses of the Fund. Item 6. Capital Stock and Other Securities (1-13a, 14, 15) Dividends; (1- 13a, 14, 15) Capital Gains; (13b) Dividends and Distributions; (1-13a, 14, 15) Shareholder Information; (1- 15) Voting Rights; (1-13a, 14, 15) Massachusetts Partnership Law; (1-15) Tax Information; (1-13a, 14, 15) Federal Income Tax; (1) Connecticut Tax Considerations; (2) Pennsylvania Tax Considerations; (3) Minnesota Tax Considerations; (4) New Jersey Tax Considerations; (5) Ohio Tax Considerations; (6) Virginia Tax Considerations; (7) Alabama Taxes; (8) North Carolina Taxes; (9) Maryland Tax Considerations; (10) California State Income Taxes; (11) New York State Tax Considerations; (12) Florida Tax Considerations; (13) Massachusetts Tax Considerations; (14) Michigan Tax Considerations; (1-13a,14, 15) State and Local Taxes; (2,3,4,5,6,11,13) Other Classes of Shares. Item 7. Purchase of Securities Being Offered (1-15) Net Asset Value; (1,2,3,4-13,14) Shareholder Servicing Arrangements; (2c, 15) Other Payments to Financial Institutions; (2a,3a,4b,5a,11,12) Distribution and Shareholder Services Plan; (13b) Distribution; (1,2bc,3b,4,5b,6- 10,13,14,15) Shareholder Services Plan; (13b) How to Buy Shares; (1,2a,3a,5a,7- 10,11a,12,14,15) How to Purchase Shares; (15) Purchasing Shares Through a Financial Institution, Purchasing Shares By Wire, Purchasing Shares By Check; (2bc,3b,4,5b,6,11b,13a) Investing in the Fund; (2bc,3b,4,5b,6,11b,13a) Share Purchases; (1,2a,3a,5a,7- 10,11a,12,14,15) Special Purchase Features; (2bc,3b,4,5b,6,11b,13a) Minimum Investment Required, (1,2a,3a,5a,7-10,11a,12,14,15) Systematic Investment Program; (2bc,3b,4,5b,6,11b,13a) Subaccounting Services; (1-15) Certificates and Confirmations. Item 8. Redemption or Repurchase (1,2a,3a,5a,7-10, 11a, 12,13b,14,15) How to Redeem Shares; (2bc,3b, 4,5b,6,11b,13a) Redeeming Shares; (2a,3a,5a,13, 14) (1,2a,3a,5a,7-10,11a,12,14,15) Redeeming Shares Through a Financial Institution; (1,2bc,3b,4,5b,6,10,11,13a) Telephone Redemption; (1,2a,3a,5a,7-10,11a,12,14,15) Redeeming Shares by Telephone; (2bc,3b,4,5b,6,11b,13a) By Mail; (1,2a,3a,5a,7-10, 11a,12,14,15) Redeeming Shares by Mail; (3b,2b,13a,4b) By Writing a Check; (1,2a,3a,5a, 7-10,11a,12,14,15) Special Redemption Features, Check Writing, Debit Card, and Systematic Withdrawal Program; (1-13a,14, 15) Accounts With Low Balances. Item 9. Pending Legal Proceedings None. PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION. Item 10. Cover Page (1-15) Cover Page. Item 11. Table of Contents (1-15) Table of Contents. Item 12. General Information and History (1-14) General Information About the Fund. Item 13. Investment Objectives and Policies (1-14) Investment Objective and Policies; (1-13,15) Investment Limitations; Investment Policies; Georgia Investment Risks. Item 14. Management of the Fund (1-15) Federated Municipal Trust Management. Item 15. Control Persons and Principal Holders of Securities Not applicable. Item 16. Investment Advisory and Other Services (1-15) Investment Advisory Services; (1-14) Administrative Services; (3a,4a,5a,11) Distribution Plan; (3b,7b,10, 14,15) Shareholder Services Plan; (12) Distribution and Shareholder Services Plan. Item 17. Brokerage Allocation (1-15) Brokerage Transactions. Item 18. Capital Stock and Other Securities Not applicable. Item 19. Purchase, Redemption and Pricing of Securities Being Offered (1-14) Purchasing Shares; (1-15) Determining Net Asset Value; (1-14) Redeeming Shares; (15) Redemption in Kind. Item 20. Tax Status (1-14) Tax Status; (15) The Fund's Tax Status. Item 21. Underwriters Not applicable. Item 22. Calculation of Performance Data (1-15) Yield; (1-15) Effective Yield; (1,2,3a,4-15) Tax- Equivalent Yield; (1-15) Performance Comparisons; (15) Performance Information, Tax- Equivalency Table, Total Return. Item 23. Financial Statements (1, 2ab-13) Filed in Part A. PENNSYLVANIA MUNICIPAL CASH TRUST (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST) INSTITUTIONAL SHARES PROSPECTUS The Institutional Shares of Pennsylvania 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 and the personal income taxes imposed by the Commonwealth of Pennsylvania consistent with stability of principal. The Fund invests primarily in short-term Pennsylvania municipal securities, including securities of states, territories, and possessions of the United States which are not issued by or on behalf of Pennsylvania or its political subdivisions and financing authorities, but which provide income exempt from the federal regular and Pennsylvania state income taxes. 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 Combined Statement of Additional Information dated July 18, 1995, with the Securities and Exchange Commission. The information contained in the Combined Statement of Additional Information is incorporated by reference into this prospectus. You may request a copy of the Combined Statement of Additional Information, which is in paper form only, or a paper copy of this prospectus, if you have received it electronically, 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 July 18, 1995
TABLE OF CONTENTS -------------------------------------------------------------------------------- SUMMARY OF FUND EXPENSES 1 ------------------------------------------------------ GENERAL INFORMATION 2 ------------------------------------------------------ INVESTMENT INFORMATION 2 ------------------------------------------------------ Investment Objective 2 Investment Policies 2 Pennsylvania Municipal Securities 5 Investment Risks 6 Non-Diversification 6 Investment Limitations 6 Regulatory Compliance 7 TRUST INFORMATION 7 ------------------------------------------------------ Management of the Trust 7 Distribution of Institutional Shares 8 Administration of the Fund 9 Expenses of the Fund 9 NET ASSET VALUE 10 ------------------------------------------------------ INVESTING IN THE FUND 10 ------------------------------------------------------ Share Purchases 10 Minimum Investment Required 11 Subaccounting Services 11 Certificates and Confirmations 11 Dividends 11 Capital Gains 11 REDEEMING SHARES 11 ------------------------------------------------------ By Mail 12 Telephone Redemption 12 Accounts with Low Balances 12 SHAREHOLDER INFORMATION 13 ------------------------------------------------------ Voting Rights 13 Massachusetts Partnership Law 13 TAX INFORMATION 13 ------------------------------------------------------ Federal Income Tax 13 State and Local Taxes 14 PERFORMANCE INFORMATION 14 ------------------------------------------------------ OTHER CLASSES OF SHARES 15 ------------------------------------------------------ ADDRESSES Inside Back Cover ------------------------------------------------------ SUMMARY OF FUND EXPENSES --------------------------------------------------------------------------------
INSTITUTIONAL SHARES SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Load Imposed on Purchases (as a percentage of offering price)............................ None Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................. None Contingent Deferred Sales 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 ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES (As a percentage of projected average net assets)* Management Fee (after waiver) (1)...................................................................... 0.29% 12b-1 Fee.............................................................................................. None Total Other Expenses................................................................................... 0.16% Shareholder Services Fee (after waiver)(2)................................................. 0.00% Total Institutional Shares Operating Expenses (3)............................................. 0.45%
------------ (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 management fee is 0.50%. (2) The maximum shareholder services fee is 0.25%. (3) The Total Institutional Shares Operating Expenses are estimated to be 0.91% absent the anticipated voluntary waivers of a portion of the management fee and the shareholder services fee. *Total Institutional Shares Operating Expenses are estimated based on average expenses expected to be incurred during the period ending October 31, 1995. During the course of this period, expenses may be more or less than the average amount shown. The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of Institutional Shares of the Fund will bear, either directly or indirectly. For more complete descriptions of the various costs and expenses, see "Investing in Institutional Shares" and "Federated Municipal Trust Information." Wire-transferred redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE 1 year 3 years You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and (2) redemption at the end of each time period................................................. $5 $14
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 INSTITUTIONAL SHARES CLASS FISCAL YEAR ENDING OCTOBER 31, 1995. 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 representing interests in separate portfolios of securities. The shares in any one portfolio may be offered in separate classes. With respect to the Fund, as of the date of this prospectus, the Trustees have established three classes of shares known as Institutional Shares, Cash Series Shares and Institutional Service Shares. This prospectus relates only to Institutional Shares of the Fund, which are designed primarily for financial institutions acting in a fiduciary or agency capacity as a convenient means of accumulating an interest in a professionally managed, non-diversified portfolio investing primarily in short-term Pennsylvania municipal securities. The Fund may not be a suitable investment for retirement plans or for non-Pennsylvania taxpayers because it invests in municipal securities of that state. A minimum initial investment of $25,000 within a 90-day period is required. The Fund attempts to stabilize the value of a share at $1.00. Shares are currently sold and redeemed at that price. INVESTMENT INFORMATION - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE The investment objective of the Fund is current income exempt from federal regular income tax and the personal income taxes imposed by the Commonwealth of Pennsylvania consistent with stability of principal. 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 Pennsylvania 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 and the personal income taxes imposed by the Commonwealth of Pennsylvania. (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 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 Pennsylvania and its political subdivisions and financing authorities, 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 and Pennsylvania state income tax imposed upon non-corporate taxpayers ("Pennsylvania Municipal Securities"). Examples of Pennsylvania 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; 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 Pennsylvania 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 Pennsylvania 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 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 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 example, securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings Group ("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"), or FIN-1+, FIN-1, 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. 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 if the adviser deems it appropriate to do so. In addition, the Fund may enter into transactions to sell its purchase 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 SECURITIES. As a matter of fundamental policy, the Fund may invest in restricted securities. Restricted securities are any securities in which the Fund may invest pursuant to its investment objective and 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 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; 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), all having the same quality characteristics as described above. Although the Fund is permitted to make taxable, temporary investments, there is no current intention to do so. However, the interest from certain Pennsylvania Municipal Securities is subject to the federal alternative minimum tax. PENNSYLVANIA MUNICIPAL SECURITIES Pennsylvania 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. Pennsylvania 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 Pennsylvania 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 Pennsylvania 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 Pennsylvania Municipal Securities and participation interests, or the credit enhancers of either, to meet their obligations for the payment of interest and principal when due. In addition, from time to time, the supply of Pennsylvania Municipal Securities acceptable for purchase by the Fund could become limited. The Fund may invest in Pennsylvania 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 Pennsylvania 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 Pennsylvania 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. 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 up to 15% of the value of total assets to secure such borrowings. The Fund will invest in securities for income earnings rather than trading for profit. The Fund will not vary its investments, except to: (i) eliminate unsafe investments and investments not consistent with the preservation of the capital or the tax status of the investments of the Fund; (ii) honor redemption orders, meet anticipated redemption requirements, and negate gains from discount purchases; (iii) maintain a constant net asset value per unit pursuant to, and in compliance with, an order or rule of the United States Securities and Exchange Commission; (iv) reinvest the earnings from securities in like securities; or (v) defray normal administrative expenses (the "Pennsylvania Investment Restrictions.") The above investment limitations cannot be changed without shareholder approval. As a matter of nonfundamental policy, the Fund will not invest more than 10% of its net assets in illiquid securities. 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 Combined 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 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. Both the Trust and the Adviser have adopted strict codes of ethics governing the conduct of all employees who manage the Fund and its portfolio securities. These codes recognize that such persons owe a fiduciary duty to the Fund's shareholders and must place the interests of shareholders ahead of the employees' own interest. Among other things, the codes: require preclearance and periodic reporting of personal securities transactions; prohibit personal transactions in securities being purchased or sold, or being considered for purchase or sale, by the Fund; prohibit purchasing securities in initial public offerings; and prohibit taking profits on securities held for less than sixty days. Violations of the codes are subject to review by the Board of Trustees, and could result in severe penalties. ADVISORY FEES. The adviser receives an annual investment advisory fee equal to.50 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. DISTRIBUTION OF INSTITUTIONAL SHARES Federated Securities Corp. is the principal distributor for Institutional 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. SHAREHOLDER SERVICES. The Fund has entered into a Shareholder Services Agreement with Federated Shareholder Services, a subsidiary of Federated Investors, under which the Fund may make payments up to 0.25 of 1% of the average daily net asset value of Fortress Shares, computed at an annual rate, to obtain certain personal services for shareholders and the maintenance of shareholder accounts ("shareholder services"). Under the Shareholder Services Agreement, Federated Shareholder Services will either perform shareholder 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. SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. The distributor may pay financial institutions such as banks, fiduciaries, custodians for public funds, investment advisers, and broker/dealers to provide certain services to shareholders. These services may include, but are not limited to, distributing prospectuses and other information, providing accounting assistance, and communicating or facilitating purchases and redemptions of shares. Any fees paid for these services by the distributor will be reimbursed by the adviser or its affiliates and not the Fund. GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution (such as a commercial bank or a savings and loan association) from being an underwriter or distributor of most securities. In the event the Glass-Steagall Act is deemed to prohibit depository institutions from acting in the administrative capacities described above or should Congress relax current restrictions on depository institutions, the Trustees will consider appropriate changes in the administrative services. State securities laws governing the ability of depository institutions to act as underwriters or distributors of securities may differ from interpretations given to the Glass-Steagall Act and, therefore, banks and financial institutions may be required to register as dealers pursuant to state law. ADMINISTRATION OF THE FUND ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of Federated Investors, provides administrative personnel and services (including certain legal and financial reporting services) necessary to operate the Fund. Federated Administrative Services provides these at an annual rate as specified below:
MAXIMUM FEE AVERAGE AGGREGATE DAILY NET ASSETS .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
The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of shares. Average aggregate daily net assets include those of all mutual funds advised by affiliates 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, Boston, Massachusetts, is transfer agent for the shares of, and dividend disbursing agent for, the Fund. Federated Services Company is a subsidiary of Federated Investors. INDEPENDENT PUBLIC ACCOUNTANTS. The Independent Public Accountants for the Fund are Arthur Andersen LLP, Pittsburgh, PA. EXPENSES OF THE FUND Holders of Institutional Shares, Institutional Service Shares and Cash Series Shares pay their allocable portion of Trust and portfolio expenses. The Trust expenses for which holders of Institutional Shares, Institutional Service Shares and Cash Series Shares pay their allocable portion include, but are not limited to: the cost of organizing the Trust and continuing its existence; registering the Trust with federal and state securities authorities; Trustees' fees; auditors' fees, the cost of meetings of Directors; legal fees of the Trustees; association membership dues; and such non-recurring and extraordinary items as may arise from time to time. The portfolio expenses for which holders of Institutional Shares, Institutional Service Shares and Cash Series Shares pay their allocable portion include, but are not limited to: registering the portfolio and shares of the portfolio; investment advisory services; taxes and commissions; custodian fees; insurance premiums; auditors' fees; and such non-recurring and extraordinary items as may arise from time to time. At present, the only expenses which are allocated specifically to classes are expenses under the Trust's distribution plan on behalf of Cash Series Shares and fees for shareholder services for Institutional Shares, Institutional Service Shares and Cash Series Shares. However, the Trustees reserve the right to allocate certain other expenses to holders of Institutional Shares, Institutional Service Shares and Cash Series Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses would be limited to: distribution fees; transfer agent fees as identified by the transfer agent as attributable to holders of Institutional Shares, Institutional Service Shares and Cash Series Shares; fees for Shareholder Services; printing and posting expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxies to current shareholders; registration fees paid to the Securities and Exchange Commission and to state securities systems; expenses related to administrative personnel and services as required to support holders of Institutional Shares, Institutional Service Shares and Cash Series Shares; and Trustee's fees incurred as a result of issues related solely to Institutional Shares, Institutional Service Shares and Cash Series Shares. NET ASSET VALUE - -------------------------------------------------------------------------------- The Fund attempts to stabilize the net asset value of Institutional Shares at $1.00 by valuing the portfolio securities using the amortized cost method. The net asset value per share is determined by subtracting liabilities attributable to Institutional Shares from the value of Fund assets attributable to Institutional Shares, and dividing the remainder by the number of Institutional 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. (Eastern time), and as of the close of trading (normally 4:00 p.m., Eastern time) on the New York Stock Exchange, Monday through Friday, except on New Year's Day, President's 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. BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m. (Eastern time) to place an order. The order is considered received immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern time) that day. Federal funds should be wired as follows: Federated Services Company, c/o State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Pennsylvania Municipal Cash Trust-Institutional Shares; Fund Number (this number can be found on the account statement or by contacting the Fund); Group Number or Dealer Number; Order Number; Nominee or Institution Name; and ABA Number 011000028. BY MAIL. To purchase by mail, send a check made payable to Pennsylvania Municipal Cash Trust-Institutional Shares to: Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are considered received when payment by check is converted into federal funds. This is normally the next business day after the check is received. MINIMUM INVESTMENT REQUIRED The minimum initial investment is $25,000. 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. 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 fiduciary 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 Federated Services Company 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. BY MAIL Shares may be redeemed in any amount by mailing a written request together with properly endorsed certificates, if issued, to: Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The written request should state: Pennsylvania Municipal Cash Trust-Institutional Shares; the account name as registered with the Fund; the account number; and the number of shares to be redeemed or the dollar amount requested. All owners of the account must sign the request exactly as the shares are registered. Any share certificates should be sent by registered or certified mail with the written request. 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. Shareholders requesting 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 commercial or savings bank, trust company or savings and loan association whose deposits are insured by an organization which is administered by the Federal Deposit Insurance Corporation; a member of a domestic stock exchange; 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. TELEPHONE REDEMPTION Shares may be redeemed by telephoning the Fund. Telephone instructions may be recorded and if reasonable procedures are not followed by the Fund, it may be liable for losses due to unauthorized or fraudulent telephone instructions. An authorization form permitting the Fund to accept telephone requests must first be completed. Authorization forms and information on this service are available from Federated Securities Corp. If the redemption request is received before 12:00 noon (Eastern time), the proceeds will be wired the same day to the shareholder's account at a domestic commercial bank which is a member of the Federal Reserve System, and those shares redeemed will not be entitled to that day's dividend. A daily dividend will be paid on shares redeemed if the redemption request is received after 12:00 noon (Eastern time). However, the proceeds are not wired until the following business day. In the event of drastic economic or market changes, a shareholder may experience difficulty in redeeming by telephone. If such a case should occur, another method of redemption, such as "By Mail," should be considered. If at any time the Fund shall determine it necessary to terminate or modify this method of redemption, shareholders would be promptly notified. ACCOUNTS WITH LOW BALANCES Due to the high cost of maintaining accounts with low balances, the Fund may redeem shares in any account, except accounts maintained by retirement plans, and pay the proceeds to the shareholder if the account balance falls below a required minimum value of $25,000 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 Fund 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. As of July 3, 1995, BHC Securities, Inc., Philadelphia, PA, owned approximately 6,199,358 shares (27.18%) of the voting securities of the Pennsylvania Municipal Cash Trust-Cash Series Shares; and therefore, may, for certain purposes, be deemed to control the Fund and be able to affect the outcome of certain matters presented for a vote of shareholders. 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. 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 Pennsylvania. Shareholders are urged to consult their own tax advisers regarding the status of their accounts under state and local tax laws. PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of Pennsylvania Department of Revenue that interest or gain derived by the Fund from obligations free from state taxation in Pennsylvania is not taxable on pass-through to Fund shareholders for purposes of Pennsylvania personal income taxes. This was based on the existence of the Pennsylvania Investment Restrictions (see "Investment Limitations"). However, legislation enacted in December 1993, eliminates the necessity of the Pennsylvania Investment Restrictions. This legislation also generally repeals the Pennsylvania personal income tax exemption for gains from the sale of personal income tax exemptions, including the exemptions for distributions from the Fund to the extent that they are derived from gains from tax-exempt obligations. Fund shares are exempt from personal property taxes imposed by counties in Pennsylvania to the extent that the Fund invests in obligations that are exempt from such taxes. In the opinion of Houston, Houston & Donnelly, counsel to the Fund, the Fund is not subject to Pennsylvania corporate or personal property taxes. PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- From time to time, the Fund advertises its yield, effective yield, and tax-equivalent yield for Institutional Shares. 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 Institutional Shares' 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 shares after reinvesting all income distributions. It is calculated by dividing that change by the initial investment and is expressed as a percentage. The performance figures will be calculated separately for each class of shares. Because each class of shares is subject to different expenses, the performance of Institutional Shares and Institutional Service Shares will exceed the performance of Cash Series Shares for the same period. From time to time, advertisements for the Fund may refer to ratings, rankings, and other information in certain financial publications and/or compare its performance to certain indices. OTHER CLASSES OF SHARES - -------------------------------------------------------------------------------- The Fund also offers other classes of shares called Cash Series Shares and Institutional Service Shares which are all sold primarily to customers of financial institutions subject to certain differences. Cash Series Shares are sold at net asset value subject to a Rule 12b-1 Plan and a Shareholder Services Plan. Investments in Cash Series Shares are subject to a minimum initial investment of $10,000 over a 90-day period. Institutional Service Shares are sold at net asset value and are subject to a Shareholder Services Plan. Investments in Institutional Service Shares are subject to a minimum initial investment of $25,000 over a 90-day period. Cash Series Shares and Institutional Service Shares are subject to certain of the same expenses. Expense differences, however, between Cash Series Shares, Institutional Service Shares and Institutional Shares may affect the performance of each class. To obtain more information and a prospectus for Cash Series Shares, Institutional Service Shares and Institutional Shares , investors may call 1-800-235-4669 or contact their financial institution. ADDRESSES - -------------------------------------------------------------------------------- Pennsylvania Municipal Cash Trust Institutional Shares Federated Investors Tower Pittsburgh, PA 15222-3779 - --------------------------------------------------------------------------------------------------------------------- Distributor Federated Securities Corp. Federated Investors Tower Pittsburgh, PA 15222-3779 - --------------------------------------------------------------------------------------------------------------------- Investment Adviser Federated Management Federated Investors Tower Pittsburgh, PA 15222-3779 - --------------------------------------------------------------------------------------------------------------------- Custodian State Street Bank and Trust Company P.O. Box 8600 Boston, MA 02266-8602 - --------------------------------------------------------------------------------------------------------------------- Transfer Agent and Dividend Disbursing Agent Federated Services Company P.O. Box 8600 Boston, Massachusetts 02266-8600 - --------------------------------------------------------------------------------------------------------------------- Independent Public Accountants Arthur Andersen LLP 2100 One PPG Place Pittsburgh, PA 15222 - ---------------------------------------------------------------------------------------------------------------------
PENNSYLVANIA MUNICIPAL CASH TRUST INSTITUTIONAL SHARES PROSPECTUS A Non-Diversified Portfolio of Federated Municipal Trust, an Open-End Management Investment Company July 18, 1995 [logo] FEDERATED SECURITIES CORP. --------------------------------------------- Distributor A subsidiary of FEDERATED INVESTORS FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Cusip 314229717 G00214-01-IS (7/95) [LOGO] Pennsylvania Municipal Cash Trust (A Portfolio of Federated Municipal Trust) Cash Series Shares Institutional Service Shares Institutional Shares Combined Statement of Additional Information This Combined Statement of Additional Information should be read with the prospectuses of Cash Series Shares, Institutional Service Shares, and Institutional Shares of Pennsylvania Municipal Cash Trust (the "Fund"), a portfolio of Federated Municipal Trust (the "Trust") dated February 28, 1995, February 28, 1995, and July 18, 1995, respectively. This Statement is not a prospectus. To receive a copy of a prospectus, write or call the Fund. FEDERATED INVESTORS TOWER PITTSBURGH, PENNSYLVANIA 15222-3779 Revised Statement dated July 18, 1995 Federated Securities Corp. Distributor A subsidiary of Federated Investors Investment Policies 1 Acceptable Investments 1 Participation Interests 1 Municipal Leases 1 When-Issued And Delayed Delivery Transactions 1 Repurchase Agreements 1 Pennsylvania Investment Risks 2 Investment Limitations 2 Investing in Illiquid Securities 3 Investing in Securities of Other Investment Companies 3 Investing in New Issuers 4 Investing for Control 4 Investing in Issuers Whose Securities Are Owned by Officers of the Fund 4 Investing in Options 4 Investing in Minerals 4 Brokerage Transactions 4 Federated Municipal Trust Management 5 Share Ownership 9 Trustees Compensation 10 Trustee Liability 10 Investment Adviser 10 Advisory Fees 11 Fund Administration 11 Transfer Agent and Dividend Disbursing Agent 11 Distribution and Shareholder Services 12 Determining Net Asset Value 12 Redemption in Kind 13 The Fund's Tax Status 13 Performance Information 13 Yield 13 Effective Yield 13 Tax-Equivalent Yield 13 Tax-Equivalency Table 14 Total Return 14 Performance Comparisons 15 About Federated Investors 15 Mutual Fund Market 15 Institutional 15 Trust Organizations 15 Broker/dealers and bank broker/dealer subsidiaries 16 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 security presents minimal credit risks, the investment adviser will consider the creditworthiness of: the issuer of the security, the issuer of any demand feature applicable to the security, or any guarantor of either the security or any demand feature. 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 these participation interests, 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 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. 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. 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, broker/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. Pennsylvania Investment Risks The Fund invests in obligations of the Commonwealth of Pennsylvania (the "State") issuers which result in the Fund's performance being subject to risks associated with the overall conditions present within the State. The following information is a general summary of the state's financial condition and a brief summary of the prevailing economic conditions. This information is based on official statements relating to securities that are believed to be reliable but should not be considered as a complete description of all relevant information. Fiscal operations improved gradually since the $1.1 billion deficit in 1991. The deficit was nearly eliminated in 1992 with the addition of increased taxes . During fiscal 1993, Pennsylvania focused on expenditure reductions while revenues were stabilized and reserves were increased by $24 million. Fiscal 1994 saw further improvement in revenues and ended with a surplus of $336 million. Revenues are expected to increase slightly in fiscal 1995, but the State has budgeted an increase in appropriations which will decrease the Budget Stabilization Fund to $4.1 million due to the projected operating deficit of $297 million. Also, it should be noted that due to the length and severity of the 1991 recession, coupled with the structural changes in the industrial landscape, several municipalities have undergone severe financial stress and are still vulnerable to further economic cycles. Historically, the State's economy was largely composed of heavy industry that was concentrated in steel production, coal and railroads. The exposure to these industries, especially the steel sector, has declined and the economy has diversified into services and trade sectors. Presently, services and trade compose over 50% of the economy. Unemployment in the State over the past two years has surpassed the national average and population growth, as in many of the industrial states, has been motionless. The debt ratings further demonstrate the overall condition of the State. The State maintains an A1 rating by Moody's that has been in effect since 1986. Standard & Poors Ratings Group rates the State AA- since 1985. The Fund's concentration in securities issued by the State and its political subdivisions provides a greater level of risk than a fund whose assets are diversified across numerous states and municipal issuers. The ability of the State or its municipalities to meet their obligations will depend on the availability of tax and other revenues; economic, political, and demographic conditions within the State; and the underlying fiscal condition of the State, its counties, and its municipalities. 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 its total assets are outstanding. Pledging Assets The Fund will not mortgage, pledge, or hypothecate any assets except as necessary to secure permitted borrowings. In those cases, it may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of total assets at the time of the pledge. Diversification of Investments At the close of each quarter of each fiscal year, no more than 25% of the Fund's total assets will be invested in the securities of a single issuer, but, with regard to at least 50% of the Fund's total assets, no more than 5% of the Fund's total assets are to be invested in securities of a single issuer. Under this limitation, each governmental subdivision, including states, territories, possessions of the United States, or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, will be considered a separate issuer if its assets and revenues are separate from those of the government body creating it and the security is backed only by its own assets and revenues. Industrial development bonds backed only by the assets and revenues of a nongovernmental issuer are considered to be issued solely by that issuer. If in the case of an industrial development bond or government- issued security, a governmental or other entity guarantees the security, such guarantee would be considered a separate security issued by the guarantor, as well as the other issuer, subject to limited exclusions allowed by the Investment Company Act of 1940. Lending Cash or Securities The Fund will not lend any of its assets except that it may acquire publicly or non publicly issued Pennsylvania municipal securities or temporary investments or enter into repurchase agreements, in accordance with its investment objective, policies, limitations, and the Trust's Declaration of Trust. Investing in Commodities The Fund will not purchase or sell commodities, commodity contracts, or commodity futures contracts. Investing in Restricted Securities The Fund will not invest more than 10% of its net assets in securities subject to restrictions on resale under the Securities Act of 1933. 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 purchase securities if, as a result of such purchase, 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. However, the Fund may invest as temporary investments more than 25% of the value of its assets in cash or cash items, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or instruments secured by these money market instruments, such as repurchase agreements. The above limitations cannot be changed without shareholder approval. The following investment limitations, however, may be changed by the Trustees without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective. Investing in Illiquid Securities The Fund will not invest more than 10% of the value of its net assets in illiquid securities, including repurchase agreements providing for settlement in more than seven days after notice, and certain restricted securities. 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. 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 instruments 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 did not borrow money or pledge securities in excess of 5% of the value of its net assets during the last fiscal year and has no present intent to do so 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. During the fiscal years ended October 31, 1994, 1993 and 1992, the Fund paid no brokerage commissions. 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. Federated Municipal Trust Management Officers and Trustees are listed with their addresses, present positions with Federated Municipal Trust, and principal occupations. John F. Donahue@* Federated Investors Tower Pittsburgh, PA Birthdate: July 28, 1924 Chairman and Trustee Chairman and Trustee, Federated Investors, Federated Advisers, Federated Management, and Federated Research; Chairman and Director, Federated Research Corp.; Chairman, 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. Thomas G. Bigley 28th Floor, One Oxford Centre Pittsburgh, PA Birthdate: February 3, 1934 Trustee Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of Pittsburgh; Director, Trustee, or Managing General Partner of the Funds; formerly, Senior Partner, Ernst & Young LLP. John T. Conroy, Jr. Wood/IPC Commercial Department John R. Wood and Associates, Inc., Realtors 3255 Tamiami Trail North Naples, FL Birthdate: June 23, 1937 Trustee President, Investment Properties Corporation; Senior Vice-President, John R. Wood and Associates, Inc., Realtors; President, Northgate Village Development Corporation; Partner or Trustee in private real estate ventures in Southwest Florida; Director, Trustee, or Managing General Partner of the Funds; formerly, President, Naples Property Management, Inc. William J. Copeland One PNC Plaza - 23rd Floor Pittsburgh, PA Birthdate: July 4, 1918 Trustee Director and Member of the Executive Committee, Michael Baker, Inc.; Director, Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc. James E. Dowd 571 Hayward Mill Road Concord, MA Birthdate: May 18, 1922 Trustee Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee, or Managing General Partner of the Funds; formerly, Director, Blue Cross of Massachusetts, Inc. Lawrence D. Ellis, M.D. * 3471 Fifth Avenue, Suite 1111 Pittsburgh, PA Birthdate: October 11, 1932 Trustee Professor of Medicine and Member, Board of Trustees, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director, Trustee, or Managing General Partner of the Funds. Edward L. Flaherty, Jr.@ Henny, Kochuba, Meyer and Flaherty Two Gateway Center - Suite 674 Pittsburgh, PA Birthdate: June 18, 1924 Trustee Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Director, Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director, Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon Financial, F.A., Western Region. Peter E. Madden 225 Franklin Street Boston, MA Birthdate: April 16, 1942 Trustee Consultant; State Representative, Commonwealth of Massachusetts; Director, Trustee, or Managing General 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 Henny, Kochuba, Meyer and Flaherty Two Gateway Center - Suite 674 Pittsburgh, PA Birthdate: October 6, 1926 Trustee Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman, Horizon Financial, F.A. John E. Murray, Jr., J.D., S.J.D. President, Duquesne University Pittsburgh, PA Birthdate: December 20, 1932 Trustee Mur Murray and Hogue; Director, Trustee or Managing General Partner of the Funds. Wesley W. Posvar 1202 Cathedral of Learning University of Pittsburgh Pittsburgh, PA Birthdate: September 14, 1925 Trustee Professor, Foreign Policy and Management Consultant; Trustee, Carnegie Endowment for International Peace, RAND Corporation, Online Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak Management Center; Director, Trustee, or Managing General Partner of the Funds; President Emeritus, University of Pittsburgh; formerly, Chairman, National Advisory Council for Environmental Policy and Technology. Marjorie P. Smuts 4905 Bayard Street Pittsburgh, PA Birthdate: July 21, 1935 Trustee Public relations/marketing consultant; Director, Trustee, or Managing General Partner of the Funds. _____________________________________________________________________________ __________________________ Glen R. Johnson* Federated Investors Tower Pittsburgh, PA Birthdate: May 2, 1929 President and Trustee Trustee, Federated Investors; President and/or Trustee of some of the Funds; staff member, Federated Securities Corp. and Federated Administrative Services. J. Christopher Donahue Federated Investors Tower Pittsburgh, PA Birthdate: April 11, 1949 Executive Vice President President and Trustee, Federated Investors, Federated Advisers, Federated Management, and Federated Research; President and Director, Federated Research Corp.; President, Passport Research, Ltd.; Trustee, Federated Administrative 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 Federated Investors Tower Pittsburgh, PA Birthdate: May 17, 1923 Vice President Executive Vice President and Trustee, Federated Investors; Director, Federated Research Corp.; Chairman and Director, Federated Securities Corp.; President or Vice President of some of the Funds; Director or Trustee of some of the Funds. Edward C. Gonzales * Federated Investors Tower Pittsburgh, PA Birthdate: October 22, 1930 Executive Vice President Vice President, Treasurer, and Trustee, Federated Investors; Vice President and Treasurer, Federated Advisers, Federated Management, Federated Research, Federated Research Corp., 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; Executive Vice President or President of the Funds. John W. McGonigle Federated Investors Tower Pittsburgh, PA Birthdate: October 26, 1938 Executive Vice President and Secretary Vice President, Secretary, General Counsel, and Trustee, Federated Investors; Vice President, Secretary, and Trustee, Federated Advisers, Federated Management, and Federated 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. David M. Taylor * Federated Investors Tower Pittsburgh, PA Birthdate: January 13, 1947 Treasurer Senior Vice President, Controller, and Trustee, Federated Investors; Controller, Federated Advisers, Federated Management, Federated Research, Federated Research Corp., and Passport Research, Ltd.; Senior Vice President, Federated Shareholder Services; Senior Vice President, Federated Administrative Services; Treasurer of the Funds. * 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. As used in the table above, "The Funds" and "Funds" mean the following investment companies: American Leaders Fund, Inc.; Annuity Management Series; Arrow Funds; 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; Money Market Management, Inc.; Money Market Obligations Trust; Money Market Trust; Municipal Securities Income Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters 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; The Virtus Funds; and World Investment Series, Inc. Share Ownership Officers and Trustees as a group own less than 1% of the Fund's outstanding shares. As of July 3, 1995, the following shareholder of record owned 5% or more of the outstanding Cash Series Shares of the Fund: BHC Securities Inc., Philadelphia, PA, owned approximately 6,199,358 shares (27.18%); As of July 3, 1995, the following shareholders of record owned 5% or more of the outstanding Institutional Service Shares of the Fund: Meridian Asset Management, Reading, PA, owned approximately 35,026,203 shares (12.36%); Integra Trust Services, Pittsburgh, PA, owned approximately 24,029,717 shares (8.48%); Keystone Financial Inc., Altoona, PA, owned approximately 18,678,200 shares (6.59%); Anderson & Co., Philadelphia, PA, owned approximately 43,031,159 shares (15.18%); Saxon & Co., Philadelphia, PA, owned approximately 19,435,482 shares (6.86%); and Melon Bank Capital Markets, Pittsburgh, PA, owned approximately 20,827,717 shares (7.35%) Trustees Compensation AGGREGATE NAME , COMPENSATION POSITION WITH FROM TOTAL COMPENSATION PAID TRUST TRUST*# FROM TRUST AND FUND COMPLEX + John F. Donahue, $ -0- $ 0- for theTrust and Chairman and Trustee 68 other investment companies in the Fund Complex Thomas G. Bigley, $ 719.00 $20,688 for the Trust and Trustee 49 other investment companies in the Fund Complex John T. Conroy, Jr., $ 4,757.00 $117,202 for the Trust and Trustee 64 other investment companies in the Fund Complex William J. Copeland, $ 4,757.00 $117,202 for the Trust and Trustee 64 other investment companies in the Fund Complex James E. Dowd, $ 4,757.00 $117,202 for the Trust and Trustee 64 other investment companies in the Fund Complex Lawrence D. Ellis, M.D., $ 4,308.00 $106,460 for the Trust and Trustee 64 other investment companies in the Fund Complex Edward L. Flaherty, Jr., $ 4,757.00 $117,202 for the Trust and Trustee 64 other investment companies in the Fund Complex Glen R. Johnson, $ -0- $ -0- for the Trust and President and Trustee 8 other investment companies in the Fund Complex Peter E. Madden, $ 4,308.00 $90,563 for the Trust and Trustee 64 other investment companies in the Fund Complex Gregor F. Meyer, $ 4,308.00 $106,460 for the Trust and Trustee 64 other investment companies in the Fund Complex John E. Murray, Jr., $ -0- $ -0- for the Trust and Trustee 65 other investment companies in the Fund Complex Wesley W. Posvar, $ 4,308.00 $106,460 for the Trust and Trustee 64 other investment companies in the Fund Complex Marjorie P. Smuts, $ 4,308.00 $106,460 for the Trust and Trustee 64 other investment companies in the Fund Complex *Information is furnished for the fiscal year ended October 31, 1994. #The aggregate compensation is provided for the Trust which is comprised of 13 portfolios at October 31, 1994. +The information is provided for the last calendar year. Trustee Liability The Declaration of Trust provides that the Trustees will not be liable for errors of judgment or mistakes of 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 Fund'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 the Trust, the Fund, or any shareholder of the Fund for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Trust. Advisory Fees For its advisory services, Federated Management receives an annual investment advisory fee as described in the prospectus. For the fiscal years ended October 31, 1994, 1993, and 1992, the adviser earned $1,617,472, $1,740,351, and $1,718,171, respectively, of which $53,564, $415,874, and $415,265, respectively, was voluntarily waived. State Expense Limitations The adviser has undertaken to comply with the expense limitations established by certain states for investment companies whose shares are registered for sale in those states. If the Fund's normal operating expenses (including the investment advisory fee, but not including brokerage commissions, interest, taxes, and extraordinary expenses) exceed 2-1/2% per year of the first $30 million of average net assets, 2% per year of the next $70 million of average net assets, and 1-1/2% per year of the remaining average net assets, the adviser will reimburse the Fund for its expenses over the limitation. If the Fund's monthly projected operating expenses exceed this limitation, the investment advisory fee paid will be reduced by the amount of the excess, subject to an annual adjustment. If the expense limitation is exceeded, the amount to be reimbursed by the adviser will be limited, in any single fiscal year, by the amount of the investment advisory 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. Prior to March 1, 1994, Federated Administrative Services, Inc., also a subsidiary of Federated Investors, served as the Fund's Administrator. (For purposes of this Statement of Additional Information, Federated Administrative Services and Federated Administrative Services, Inc. may hereinafter collectively be referred to as the "Administrators".) For the fiscal year ended October 31, 1994, the Administrators collectively earned $274,571. For the fiscal years ended October 31, 1993 and 1992, Federated Administrative Services, Inc. earned $338,801 and $293,498. 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 a director of Commercial Data Services, Inc., a company which provides computer processing services to 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 paid to the transfer agent is based upon the size, type and number of accounts and transactions made by shareholders. Federated Services Company also maintains the Fund's accounting records. The fee paid for this service is based upon the level of the Fund's average net assets for the period plus out-of-pocket expenses. Distribution and Shareholder Services With respect to Cash Series Shares, the Fund had adopted a Distribution Plan pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange Commission pursuant to the Investment Company Act of 1940. Additionally, the Fund has a Shareholder Services Agreement with respect to Institutional Shares, Cash Series Shares, and Institutional Service Shares. These arrangements permit the payment of fees to financial institutions to stimulate distribution activities and services to shareholders provided 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. For the fiscal period ending October 31, 1994, payments in the amount of $86,023 were made pursuant to the Distribution Plan, of which $33,738 was waived. In addition, for this period, payments in the amount of $33,738 were made pursuant to the Shareholder Services Plan on behalf of Cash Series Shares. Custodian and Portfolio Recordkeeper. State Street Bank and Trust Company, Boston, MA, is custodian for the securities and cash of the Fund. It also provides certain accounting and recordkeeping services with respect to the Fund's portfolio investments. Transfer Agent. As transfer agent, Federated Services Company, Boston, MA, maintains all necessary shareholder records. For its services, the transfer agent receives a fee based on size, type and number of accounts and transactions made by shareholders. 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 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 yield is calculated 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. For the seven-day period ended October 31, 1994, the yields for Cash Series Shares and Institutional Service Shares were 2.47% and 2.87%, respectively. Effective Yield The effective yield is calculated 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. For the seven-day period ended October 31, 1994, the effective yields for Cash Series Shares and Institutional Service Shares were 2.50% and 2.91%, respectively. Tax-Equivalent Yield The tax-equivalent yield of the Fund is calculated similarly to the yield but is adjusted to reflect the taxable yield that the Fund would have had to earn to equal its actual yield, assuming a 39.6% tax rate (the maximum effective federal rate for individuals) and assuming that income is 100% exempt. For the seven-day period ended October 31, 1994, the tax-equivalent yields for Cash Series Shares and Institutional Service Shares were 4.34% and 5.05%, respectively. 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. TAXABLE YIELD EQUIVALENT FOR 1995 COMMONWEALTH OF PENNSYLVANIA COMBINED FEDERAL AND STATE INCOME TAX BRACKET: 17.80% 30.80% 33.80% 38.80% 42.40% JOINT $1- $39,001- $94,251- $143,601- OVER RETURN 39,000 94,250 143,600 256,500 256,500 SINGLE $1- $23,351- $56,550- $117,951- OVER RETURN 23,350 56,550 117,950 256,500 $256,500 TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT 1.50% 1.82% 2.17% 2.27% 2.45% 2.60% 2.00% 2.43% 2.89% 3.02% 3.27% 3.47% 2.50% 3.04% 3.61% 3.78% 4.08% 4.34% 3.00% 3.65% 4.34% 4.53% 4.90% 5.21% 3.50% 4.26% 5.06% 5.29% 5.72% 6.08% 4.00% 4.87% 5.78% 6.04% 6.54% 6.94% 4.50% 5.47% 6.50% 6.80% 7.35% 7.81% 5.00% 6.08% 7.23% 7.55% 8.17% 8.68% 5.50% 6.69% 7.95% 8.31% 8.99% 9.55% 6.00% 7.30% 8.67% 9.06% 9.80% 10.42% NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN CALCULATING THE TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE AND LOCAL TAXES PAID ON COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO INCREASE FEDERAL DEDUCTIONS. The chart above is for illustrative purposes only. It is not an indicator of past or future performance of the Fund. *Some portion of the Fund's income may be subject to the federal alternative minimum tax and state and local taxes. 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 computed by multiplying the number of shares owned at the end of the period by the net asset value per share at the end of the period. The number of shares owned at the end of the period is based on the number of shares purchased at the beginning of the period with $1,000, adjusted over the period by any additional shares, assuming the monthly reinvestment of all dividends and distributions. 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 offering price. The financial publications and/or indices which the Fund uses in advertising may include: - Lipper Analytical Services, Inc., ranks funds in various fund categories 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. About Federated Investors Federated is dedicated to meeting investor needs which is reflected in its investment decision making-- structured, straightforward, and consistent. This has resulted in a history of competitive performance with a range of competitive investment products that have gained the confidence of thousands of clients and their customers. The company's disciplined security selection process is firmly rooted in sound methodologies backed by fundamental and technical research. Investment decisions are made and executed by teams of portfolio managers, analysts, and traders dedicated to specific market sectors. In the municipal sector, as of December 31, 1994, Federated managed 18 bond funds with approximately $1.9 billion in assets and 18 money market funds with approximately $6.6 billion in total assets. In 1976, Federated introduced one of the first municipal bond mutual funds in the industry and is now one of the largest institutional buyers of municipal securities. J. Thomas Madden, Executive Vice President, oversees Federated's equity and high yield corporate bond management while William D. Dawson, Executive Vice President, oversees Federated's domestic fixed income management. Henry A. Frantzen, Executive Vice President, oversees the management of Federated's international portfolios. Mutual Fund Market Twenty-seven percent of American households are pursuing their financial goals through mutual funds. These investors, as well as businesses and institutions, have entrusted over $2 trillion to the more than 5,500 funds available.* Federated Investors, through its subsidiaries, distributes mutual funds for a variety of investment applications. Specific markets include: Institutional Federated meets the needs of more than 4,000 institutional clients nationwide by managing and servicing separate accounts and mutual funds for a variety of applications, including defined benefit and defined contribution programs, cash management, and asset/liability management. Institutional clients include corporations, pension funds, tax-exempt entities, foundations/endowments, insurance companies, and investment and financial advisors. The marketing effort to these institutional clients is headed by John B. Fisher, President, Institutional Sales Division. *source: Investment Company Institute Trust Organizations Other institutional clients include close relationships with more than 1,500 banks and trust organizations. Virtually all of the trust divisions of the top 100 bank holding companies use Federated funds in their clients' portfolios. The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive Vice President, Bank Marketing & Sales. Broker/dealers and bank broker/dealer subsidiaries Federated mutual funds are available to consumers through major brokerage firms nationwide--including 200 New York Stock Exchange firms--supported by more wholesalers than any other mutual fund distributor. The marketing effort to these firms is headed by James F. Getz, President, Broker/Dealer Division. 314229881 314229204 314229717 9101005B (7/95) PART C. OTHER INFORMATION. Item 24. Financial Statements and Exhibits: (a) Financial Statements: (1, 2ab-13, Filed in Part A). (b) Exhibits: (1) Copy of Declaration of Trust of the Registrant (1); (i) Conformed copy of Amendment No. 4, dated September 1, 1989, to the Declaration of Trust (7); (ii) Copy of Amendment No. 10, dated November 18, 1992, to the Declaration of Trust (12); (iii) Conformed copy of Amendment No. 12, dated Nov. 22, 1993, to the Declaration of Trust (17); (iv) Conformed copy of Amendment No. 13, dated February 24, 1994, to the Declaration of Trust (17); (v) Conformed copy of Amendment No. 14, dated August 25, 1994 (20); (2) Copy of By-Laws of the Registrant (7); (3) Not applicable; (4) (i) Copy of Specimen Certificates for Shares of Beneficial Interest of Alabama Municipal Cash Trust, Minnesota Municipal Cash Trust (Cash Series Shares and Institutional Shares), Pennsylvania Municipal Cash Trust (Cash Series Shares and Institutional Service Shares), Virginia Municipal Cash Trust (Institutional Service Shares and Institutional Shares), North Carolina Municipal Cash Trust, Ohio Municipal Cash Trust (Cash II Shares and Institutional Shares), Massachusetts Municipal Cash Trust (Institutional Service Shares and BayFunds Shares), and New Jersey Municipal Cash Trust (Institutional Shares and Institutional Service Shares) (16); ______________________ 1. Response is incorporated by reference to Registrant's Initial Registration Statement on Form N-1A filed on September 29, 1989 (File Nos. 33-31259 and 811-5911). 7. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259 and 811-5911). 12. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 14 on Form N-1A filed on December 23, 1992 (File Nos. 33-31251 and 811-5911). 17. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 22 on Form N-1A filed on March 2, 1994 (File Nos. 33-31251 and 811-5911). 20. Response is incorporated by reference to Registrant's PostEffective Amendment No. 30 on Form N-1A filed on September 19, 1994 (File Nos. 33-31251 and 811-5911) (ii) Copy of Specimen Certificate for Maryland Municipal Cash Trust (17); (iii) Copy of Specimen Certificate for Florida Municipal Cash Trust (20) (iv) Copy of Specimen Certificate for Michigan Municipal Cash Trust (24); (v) Copy of Specimen Certificate for Pennsylvania Municipal Cash Trust- Institutional Shares (25); (vi) Copy of Speciment Certificate for Georgia Municipal Cash Trust (26); (5) Copy of Investment Advisory Contract of the Registrant (7); (i) Conformed copy of Exhibit G to Investment Advisory Contract for Virginia Municipal Cash Trust (18); (ii) Conformed copy of Exhibit H to Investment Advisory Contract for Alabama Municipal Cash Trust (19); (iii) Conformed copy of Exhibit I to Investment Advisory Contract for North Carolina Municipal Cash Trust (19); (iv) Conformed copy of Exhibit J to Investment Advisory Contract for Maryland Municipal Cash Trust (19); (v) Conformed copy of Exhibit K to Investment Advisory Contract for New York Municipal Cash Trust; (22) (vi) Conformed copy of Exhibit L to Investment Advisory Contract for California Municipal Cash Trust; (22) ______________________ 7. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259 and 811-5911). 12. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 14 on Form N-1A filed on December 23, 1992 (File Nos. 33-31251 and 811-5911). 16. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 21 on Form N-1A filed on December 29, 1993 (File Nos. 33-31251 and 811-5911). 17. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 22 on Form N-1A filed on March 2, 1994 (File Nos. 33-31251 and 811-5911). 20. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 30 on Form N-1A filed on September 19, 1994 (File Nos. 33-31251 and 811-5911). 24. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 34 on Form N-1A filed on April 13, 1995 (File Nos. 33- 31251 and 811-5911). 25. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 35 on Form N-1A filed on May 19, 1995 (File Nos. 33- 31251 and 811-5911) 26. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 36 on Form N-1A filed on May 31, 1995 (File Nos. 33-31251 and 811-5911). . (vii) Conformed copy of Exhibit M to the Investment Advisory Contract for Florida Municipal Cash Trust; (22) (viii) Conformed copy of Exhibit O to the Investment Advisory Contract for Michigan Municipal Cash Trust; + (ix) Conformed copy of Exhibit N to the Investment Advisory Contract for Georgia Municipal Cash Trust; + (6) Copy of Distributor's Contract of the Registrant(7); (i) Conformed copy of Exhibit M to Distributor's Contract; (22) (ii) Conformed copy of Exhibit N to the Distributor's Contract for Virginia Municipal Cash Trust (19); (iii) Conformed copy of Exhibit O to the Distributor's Contract for Alabama Municipal Cash Trust (19); (iv) Conformed copy of Exhibit P to the Distributor's Contract for North Carolina Municipal Cash Trust (19); (v) Conformed copy of Exhibit Q to the Distributor's Contract for Maryland Municipal Cash Trust (19); (vi) Conformed copy of Exhibit R to the Distributor's Contract for New York Municipal Cash Trust, Cash II Shares (21); (vii) Conformed copy of Exhibit S to the Distributor's Contract for New York Municipal Cash Trust, Institutional Service Shares (21); (viii) Conformed copy of Exhibit T to the Distributor's Contract for California Municipal Cash Trust (21); (ix) Conformed copy of Exhibit U to the Distributor's Contract for Florida Municipal Cash Trust; (22) + All exhibits have been filed electronically. 7. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259 and 811-5911). 19. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and 811-5911). 22. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259 and 811-5911). (x) Conformed copy of Exhibit W to the Distributor's Contract for Michigan Municipal Cash Trust; + (xi) Conformed copy of Exhibit X to the Distributor's Contract for Pennsylvania Municipal Cash Trust- Institutional Shares; + (xii) Conformed copy of Exhibit V to the Distributor's Contract for Georgia Municipal Cash Trust; + (xiii) Conformed copy of specimen Mutual Funds Sales and Service Agreeement; + (xiv) Conformed copy of specimen Mutual Funds Service Agreement; + (xv) Conformed copy of specimen Plan Trustee/Mutual Funds Service Agreement; + (7) Not applicable; (8) (i) Conformed copy of Custodian Agreement of the Registrant (22); (ii) Copy of Exhibit 1 to the Custodian Agreenment; + (9) (i) Conformed copy of Agreement for Fund Accounting, Shareholder Recordkeeeping, and Custody Services Procurement; + (ii) Conformed copy of Sub-Transfer Agency Agreement of the Registrant (Massachusetts Municipal Cash Trust--BayFunds Shares only)(15); (iii) Conformed copy of Shareholder Services Agreement of the Registrant (Massachusetts Municipal Cash Trust--BayFunds Shares only) (15); (iv) Conformed copy of Shareholder Services Agreement of the Registrant; (22) (v) The response and exhibits described in Item 24(b)(6) are hereby incorporated by reference; + All exhibits have been filed electronically. 15. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 18 on Form N-1A filed on October 1, 1993 (File Nos. 33-31259 and 811-5911). 19. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and 811-5911). 21. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259 and 811-5911). 22. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259 and 811-5911). (vi) Conformed copy of Administrative Services Agreement of the Registrant; (22) (10) (i) Copy of Opinion and Consent of Counsel as to the legality of shares for Minnesota Municipal Cash Trust (5); (ii) Copy of Opinion and Consent of Counsel as to the legality of shares for New Jersey Municipal Cash Trust (7); (11) Not applicable; (12) Not applicable; (13) Copy of Initial Capital Understanding (2); (14) Not applicable. (15) (i) Copy of Rule 12b-1 Plan of the Registrant (7); Additional Exhibits to the Rule 12b-1 Plan have been executed to reflect the coverage of subsequently created portfolios and/or classes under these documents. Because these exhibits are substantially identical but differ only as to the Fund name, dates, and any other Fund - specific information, pursuant to Rule 8b-31 of the Investment Company Act they need not be filed. _________________________ + All exhibits have been filed electronically. 2. Response is incorporated by reference to Registrant's Pre- Effective Amendment No. 1 on Form N-1A filed on October 31, 1989 (File Nos. 33-31259 and 811-5911). 5. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 3 on Form N-1A filed August 3, 1990 (File Nos. 33-31259 and 811-5911). 7. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259 and 811-5911). 18. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259 and 811-5911). 19. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and 811-5911). 22. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259 and 811-5911). (ii) Conformed copy of Exhibit H to 12b-1 Plan for New York Municipal Cash Trust, Cash II Shares (21); (iii) Conformed copy of Exhibit I to 12b-1 Plan for New York Municipal Cash Trust, Institutional Service Shares (21); (iv) Conformed copy of Exhibit J to 12b-1 Plan for Florida Municipal Cash Trust; (22) (v) The response and exhibits described in Item 24 (b) (6) are hereby incorporated by reference; (16) Schedules for Computation of Performance Data; (i) New Jersey Municipal Cash Trust (Institutional Shares and Institutional Service Shares) (23); (ii) Ohio Municipal Cash Trust (23); (iii) Virginia Municipal Cash Trust (Institutional Share and Institutional Service Shares) (16); (iv) Alabama Municipal Cash Trust (18); (v) North Carolina Municipal Cash Trust (18); (vi) Maryland Municipal Cash Trust (21); (vii) Florida Municipal Cash Trust (23); (17) Copy of Financial Data Schedules; + (18) Not Applicable; (19) Conformed copy of Power of Attorney; + _________________________ + All exhibits have been filed electronically. 7. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259 and 811-5911). 16. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 21 on Form N-1A filed on December 29, 1993 (File Nos. 33-31259 and 811-5911). 18. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259 and 811-5911). 21. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259 and 811-5911). 21. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259 and 811-5911). 22. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259 and 811-5911). 23. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 33 on Form N-1A filed on February 13, 1995 (File Nos. 33-31259 and 811-5911). 24. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 34 on Form N-1A filed on April 13, 1995 (File Nos. 33-31259 and 811-5911). Item 25. Persons Controlled by or Under Common Control with Registrant: None Item 26. Number of Holders of Securities: Number of Record Holders as of Title of Class July 3, 1995 Shares of beneficial interest (no par value) Alabama Municipal Cash Trust 432 California Municipal Cash Trust 1,026 Connecticut Municipal Cash Trust Institutional Service Shares 1,317 Florida Municipal Cash Trust 203 Maryland Municipal Cash Trust 348 Massachusetts Municipal Cash Trust Institutional Service Shares 380 BayFunds Shares 5 Minnesota Municipal Cash Trust Cash Series Shares 5,347 Institutional Shares 71 New Jersey Municipal Cash Trust Institutional Service Shares 213 Institutional Shares 44 New York Municipal Cash Trust Cash II Shares 146 Institutional Service Shares 330 North Carolina Municipal Cash Trust 509 Ohio Municipal Cash Trust Cash II Shares 215 Institutional Shares 68 Pennsylvania Municipal Cash Trust Cash Series Shares 813 Institutional Service Shares 521 Virginia Municipal Cash Trust Institutional Shares 32 Institutional Service Shares 913 Item 27. Indemnification: (3.) ____________________________ 3. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 1 on Form N-1A filed on March 22, 1990 (File Nos. 33-31259 and 811-5911). Item 28. Business and Other Connections of Investment Adviser: For a description of the other business of the investment adviser, see the section entitled "Trust Information - Management of the Trust" in Part A. The affiliations with the Registrant of four of the Trustees and one of the Officers of the investment adviser are included in Part B of this Registration Statement under "Federated Municipal Trust Management - Officers and Trustees." The remaining Trustee of the investment adviser, his position with the investment adviser, and, in parentheses, his principal occupation is: Mark D. Olson (Partner, Wilson, Halbrook & Bayard), 107 W. Market Street, Georgetown, Delaware 19947. The remaining Officers of the investment adviser are: William D. Dawson, J. Thomas Madden, Mark L. Mallon, Executive Vice Presidents; Henry J. Gailliot, Senior Vice President-Economist; Peter R. Anderson, and J. Alan Minteer, Senior Vice Presidents; J. Scott Albrecht, Randall A. Bauer, David A. Briggs, Jonathan C. Conley, Deborah A. Cunningham, Michael P. Donnelly, Mark E. Durbiano, Kathleen M. Foody- Malus, Thomas M. Franks, Edward C. Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W. McGonigle, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L. Plautz, Jr., Charles A. Ritter, James D. Roberge, Sandra L. Weber, and Christopher H. Wiles, Vice Presidents; Edward C. Gonzales, Treasurer; and John W. McGonigle, Secretary. The business address of each of the Officers of the investment adviser is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779. These individuals are also officers of a majority of the investment advisers to the Funds listed in Part B of this Registration Statement. Item 29. Principal Underwriters: (a) Federated Securities Corp., the Distributor for shares of the Registrant, also acts as principal underwriter for the following open-end investment companies: Alexander Hamilton Funds; American Leaders Fund, Inc.; Annuity Management Series; Arrow Funds; Automated Cash Management Trust; Automated Government Money Trust; BayFunds; The Biltmore Funds; The Biltmore Municipal Funds; California Municipal Cash Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield Trust; Federated Income Securities Trust; Federated Income Trust; Federated Index Trust; Federated 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; First Union Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds; Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Independence One Mutual Funds; Insight Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal Trust; International Series Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market Obligations Trust; Money Market Trust; The Monitor Funds; Municipal Securities Income Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds; Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; The Virtus Funds; and World Investment Series, Inc. Federated Securities Corp. also acts as principal underwriter for the following closed-end investment company: Liberty Term Trust, Inc.- 1999. (b) (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Richard B. Fisher Director, Chairman, Chief Vice President Federated Investors Tower Executive Officer, Chief Pittsburgh, PA 15222-3779 Operating Officer, and Asst. Treasurer, Federated Securities Corp. Edward C. Gonzales Director, Executive Vice Executive Vice Federated Investors Tower President, and Treasurer, President Pittsburgh, PA 15222-3779 Federated Securities Corp. John W. McGonigle Director, Executive Vice Executive Vice Federated Investors Tower President, and Assistant President and Pittsburgh, PA 15222-3779 Secretary, Federated Secretary Securities Corp. John B. Fisher President-Institutional Sales, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James F. Getz President-Broker/Dealer, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark R. Gensheimer Executive Vice President of -- Federated Investors Tower Bank/Trust Pittsburgh, PA 15222-3779 Federated Securities Corp. Mark W. Bloss Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Theodore Fadool, Jr. Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Bryant R. Fisher Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Christopher T. Fives Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant James S. Hamilton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James M. Heaton Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 H. Joseph Kennedy Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Keith Nixon Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Solon A. Person, IV Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Timothy C. Pillion Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Thomas E. Territ Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 John B. Bohnet Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard W. Boyd Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jane E. Broeren-Lambesis Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mary J. Combs Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Edmond Connell, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Kevin J. Crenny Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Daniel T. Culbertson Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Laura M. Deger Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jill Ehrenfeld Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Joseph L. Epstein Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark D. Fisher Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael D. Fitzgerald Vice President, Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Joseph D. Gibbons Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David C. Glabicki Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Craig S. Gonzales Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard C. Gonzales Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Scott A. Hutton Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William J. Kerns Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William E. Kugler Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Dennis M. Laffey Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Stephen A. LaVersa Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Francis J. Matten, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark J. Miehl Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard C. Mihm Vice President, Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 J. Michael Miller Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Jeffrey Niss Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael P. O'Brien Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert D. Oehlschlager Vice President, Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert F. Phillips Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Eugene B. Reed Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Paul V. Riordan Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Charles A. Robison Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant John C. Shelar, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David W. Spears Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jeffrey A. Stewart Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jamie M. Teschner Vice President, Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William C. Tustin Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Paul A. Uhlman Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard B. Watts Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael P. Wolff Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Philip C. Hetzel Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Charlene H. Jennings Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Ernest L. Linane Assistant Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 S. Elliott Cohan Secretary, Federated Assistant Federated Investors Tower Securities Corp. Secretary Pittsburgh, PA 15222-3779 (c) Not applicable. Item 30. Location of Accounts and Records: Registrant Federated Investors Tower Pittsburgh, PA 15222-3779 Federated Services Company Federated Investors Tower ("Transfer Agent, Dividend Pittsburgh, PA 15222-3779 Disbursing Agent and Portfolio Recordkeeper") Federated Administrative Services Federated Investors Tower ("Administrator") Pittsburgh, PA 15222-3779 Federated Management Federated Investors Tower ("Adviser") Pittsburgh, PA 15222-3779 State Street Bank and Trust Company P.O. Box 8600 ("Custodian") Boston, MA 02266-8600 Item 31. Management Services: Not applicable. Item 32. Undertakings: Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders. Registrant hereby undertakes to furnish each person to whom a prospectus is delivered a copy of the Registrant's latest annual report to shareholders, upon request and without charge. Registrant hereby undertakes to file a post-effective amendment on behalf of Michigan Municipal Cash Trust, using financial statements for Michigan Municipal Cash Trust, which need not be certified, within four to six months from the effective date of Post-Effective Amendment No. 34. Registrant hereby undertakes to file a post-effective amendment on behalf of Georgia Municipal Cash Trust, using financial statements for Georgia Municipal Cash Trust, which need not be certified, within four to six months from the effective date of this Post-Effective Amendment No. 36. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL TRUST has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 18th day of July, 1995. FEDERATED MUNICIPAL TRUST BY: /s/ Leslie Platt Leslie Platt, Assistant Secretary Attorney in Fact for John F. Donahue July 18 1995 Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: NAME TITLE DATE By: /s/Leslie Platt Leslie Platt Attorney In Fact July 18, 1995 ASSISTANT SECRETARY For the Persons Listed Below NAME TITLE John F. Donahue* Chairman and Trustee (Chief Executive Officer) Glen R. Johnson* President and Trustee Edward C. Gonzales* Executive Vice President Thomas G. Bigley* Trustee John T. Conroy, Jr.* Trustee David M. Taylor* Treasurer (Principal Financial and Accounting Officer) William J. Copeland* Trustee James E. Dowd* Trustee Lawrence D. Ellis, M.D.* Trustee Edward L. Flaherty, Jr.* Trustee Peter E. Madden* Trustee Gregor F. Meyer* Trustee John E. Murray, Jr.* Trustee Wesley W. Posvar* Trustee Marjorie P. Smuts* Trustee * By Power of Attorney EX-99.ADVISORYCONTRA 2 Exhibit 5(viii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT O to the Investment Advisory Contract Michigan Municipal Cash Trust For all services rendered by Adviser hereunder, the above-named Fund of the Trust shall pay to Adviser and Adviser agrees to accept as full compensation for all services rendered hereunder, an annual investment advisory fee equal to .50 of 1% of the average daily net assets of the Fund. The portion of the fee based upon the average daily net assets of the Fund shall be accrued daily at the rate of 1/365th of .50 of 1% applied to the daily net assets of the Fund. The advisory fee so accrued shall be paid to Adviser daily. Witness the due execution hereof this 1st day of June, 1995. Attest: FEDERATED MANAGEMENT /s/ John w. McGonigle By:/s/ William D. Dawson, III John W. McGonigle William D. Dawson, III Secretary Executive Vice President Attest:FEDERATED MUNICIPAL TRUST /s/ S. Elliott Cohan By:/s/ J. Christopher Donahue S. Elliott Cohan J. Christopher Donahue Assistant Secretary Vice President EX-99.ADVISORYCONTRA 3 Exhibit 5(ix) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT N to the Investment Advisory Contract Georgia Municipal Cash Trust For all services rendered by Adviser hereunder, the above-named Fund of the Trust shall pay to Adviser and Adviser agrees to accept as full compensation for all services rendered hereunder, an annual investment advisory fee equal to .50 of 1% of the average daily net assets of the Fund. The portion of the fee based upon the average daily net assets of the Fund shall be accrued daily at the rate of 1/365th of .50 of 1% applied to the daily net assets of the Fund. The advisory fee so accrued shall be paid to Adviser daily. Witness the due execution hereof this 1st day of June, 1995. Attest: FEDERATED MANAGEMENT /s/ John W. McGonigle By:/s/ William D. Dawson, III John W. McGonigle William D. Dawson, III Secretary Executive Vice President Attest: FEDERATED MUNICIPAL TRUST /s/ S. Elliott Cohan By:/s/ J. Christopher Donahue S. Elliott Cohan J. Christopher Donahue Assistant Secretary Vice President EX-99.DISTRIBCONTRAC 4 Exhibit 6(x) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit W to the Distributor's Contract FEDERATED MUNICIPAL TRUST Michigan Municipal Cash Trust The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 31st day of August, 1990, between Federated Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above. 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of .25% of the average aggregate net asset value of the Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective. 5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated August 31, 1990 between Federated Municipal Trust and Federated Securities Corp., Federated Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the separate Classes of Shares thereof, first set forth in this Exhibit. Witness the due execution hereof this 1st day of June, 1995. ATTEST: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson John W. McGonigle Glen R. Johnson Secretary President (SEAL) ATTEST: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By:/s/ Edward C. Gonzales S. Elliott Cohan Edward C. Gonzales Secretary Executive Vice President (SEAL) EX-99.DISTRIBCONTRAC 5 Exhibit 6(xi) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit X to the Distributor's Contract FEDERATED MUNICIPAL TRUST Pennsylvania Municipal Cash Trust Institutional Shares The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 31st day of August, 1990, between Federated Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above. 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of .25% of the average aggregate net asset value of the Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective. 5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated August 31, 1990 between Federated Municipal Trust and Federated Securities Corp., Federated Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the separate Classes of Shares thereof, first set forth in this Exhibit. Witness the due execution hereof this 1st day of June, 1995. ATTEST: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson John W. McGonigle Glen R. Johnson Secretary President (SEAL) ATTEST: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By:/s/ Edward C. Gonzales S. Elliott Cohan Edward C. Gonzales Secretary Executive Vice President (SEAL) EX-99.DISTRIBCONTRAC 6 Exhibit 6(xii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit V to the Distributor's Contract FEDERATED MUNICIPAL TRUST Georgia Municipal Cash Trust The following provisions are hereby incorporated and made part of the Distributor's Contract dated the 31st day of August, 1990, between Federated Municipal Trust and Federated Securities Corp. with respect to Classes of the Funds set forth above. 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the above-listed Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized to select a group of brokers ("Brokers") to sell Shares at the current offering price thereof as described and set forth in the respective prospectuses of the Trust, and to render administrative support services to the Trust and its shareholders. In addition, FSC is authorized to select a group of administrators ("Administrators") to render administrative support services to the Trust and its shareholders. 2. Administrative support services may include, but are not limited to, the following functions: 1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker's or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker's or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of .25% of the average aggregate net asset value of the Shares held during the month. For the month in which this Agreement becomes effective or terminates, there shall be an appropriate proration of any fee payable on the basis of the number of days that the Agreement is in effect during the month. 4. FSC may from time-to-time and for such periods as it deems appropriate reduce its compensation to the extent any Classes' expenses exceed such lower expense limitation as FSC may, by notice to the Trust, voluntarily declare to be effective. 5. FSC will enter into separate written agreements with various firms to provide certain of the services set forth in Paragraph 1 herein. FSC, in its sole discretion, may pay Brokers and Administrators a periodic fee in respect of Shares owned from time to time by their clients or customers. The schedules of such fees and the basis upon which such fees will be paid shall be determined from time to time by FSC in its sole discretion. 6. FSC will prepare reports to the Board of Trustees of the Trust on a quarterly basis showing amounts expended hereunder including amounts paid to Brokers and Administrators and the purpose for such payments. In consideration of the mutual covenants set forth in the Distributor's Contract dated August 31, 1990 between Federated Municipal Trust and Federated Securities Corp., Federated Municipal Trust executes and delivers this Exhibit on behalf of the Funds, and with respect to the separate Classes of Shares thereof, first set forth in this Exhibit. Witness the due execution hereof this 1st day of June, 1995. ATTEST: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson John W. McGonigle Glen R. Johnson Secretary President (SEAL) ATTEST: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By:/s/ Edward C. Gonzales S. Elliott Cohan Edward C. Gonzales Secretary Executive Vice President (SEAL) EX-99.SALES/SVCAGMT 7 Exhibit 6(xiii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K MUTUAL FUNDS SALES AND SERVICE AGREEMENT This Agreement is entered into among the financial institution executing this Agreement ("Financial Institution"), Federated Securities Corp. ("FSC"), and Federated Shareholder Services ("FSS"), with respect to those investment companies listed in Exhibit A hereto (referred to individually as the "Fund" and collectively as the "Funds") for whose shares of beneficial interest or capital stock ("Shares") FSC serves as Distributor and for whom FSS provides or coordinates shareholder services. A. Financial Institution. 1. Status of Financial Institution as "Bank" or Registered Broker- Dealer. Financial Institution represents and warrants to FSC and FSS: (a)(i) that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered with the Securities and Exchange Commission pursuant to Section 15 of the Exchange Act; that it is a member of the National Association of Securities Dealers, Inc.; that its customers' accounts are insured by the Securities Investors Protection Corporation ("SIPC"); and that, during the term of this Agreement, it will abide by all of the rules and regulations of the NASD including, without limitation, the NASD Rules of Fair Practice. Financial Institution agrees to notify FSC immediately in the event of (1) the termination of its coverage by the SIPC; (2) its expulsion or suspension from the NASD, or (3) its being found to have violated any applicable federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Financial Institution's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Suspension of Financial Institution from the NASD for violation of any applicable federal or state law, rule or regulation will terminate this Agreement effective immediately upon FSC's written notice of termination to Financial Institution; or (a)(ii) that it is a "bank," as that term is defined in Section 3(a)(6) of the Exchange Act and that, during the term of this Agreement, it will abide by the rules and regulations of those state and federal banking authorities with appropriate jurisdiction over the Financial Institution, especially those regulations dealing with the activities of the Institution as described under this Agreement. Financial Institution agrees to notify FSC or FSS immediately of any action by or communication from state or federal banking authorities, state securities authorities, the Securities and Exchange Commission, or any other party which may affect its status as a bank, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Any action or decision of any of the foregoing regulatory authorities or any court of appropriate jurisdiction which affects Financial Institution's ability to act in accordance with the terms of this agreement, including the loss of its exemption from registration as a broker or dealer, will terminate this Agreement effective upon FSC's written notice of termination to Financial Institution; and (b) that Financial Institution is registered with the appropriate securities authorities in all states in which its activities make such registration necessary. 2. Financial Institution Acts as Agent for its Customers. The parties agree that in each transaction in the Shares of any Fund and with regard to any services rendered pursuant to this Agreement: (a) Financial Institution is acting as agent for the customer; (b) each transaction is initiated solely upon the order of the customer; (c) as between Financial Institution and its customer, the customer will have full beneficial ownership of all Shares of the Funds; (d) each transaction shall be for the account of the customer and not for Financial Institution's account; and (e) each transaction shall be without recourse to Financial Institution provided that Financial Institution acts in accordance with the terms of this Agreement. Financial Institution shall not have any authority in any transaction to act as FSC's agent or as agent for the Funds. B. Sales of Fund Shares. 3. Execution of Orders for Purchase and Redemption of Shares. (a) All orders for the purchase of any Shares shall be executed at the then-current public offering price per share (i.e., the net asset value per share plus the applicable initial sales load, if any) and all orders for the redemption of any Shares shall be executed at the net asset value per share, in each case as described in the prospectus of the Fund. Any applicable redemption fee or deferred sales charge will be deducted by the Fund prior to the transmission of the redemption proceeds to Financial Institution or its customer. FSC and the Funds reserve the right to reject any purchase request in their sole discretion . If required by law, each transaction shall be confirmed in writing on a fully disclosed basis and, if confirmed by FSC, a copy of each confirmation shall be sent simultaneously to Financial Institution if Financial Institution so requests. (b) The procedures relating to all orders will be subject to the terms of the prospectus of each Fund and FSC's written instructions to Financial Institution from time to time. (c) Payments for Shares shall be made as specified in the applicable Fund prospectus. If payment for any purchase order is not received in accordance with the terms of the applicable Fund prospectus, FSC reserves the right, without notice, to cancel the sale and to hold Financial Institution responsible for any loss sustained as a result thereof. 4. Initial Sales Loads Payable to Financial Institution. (a) On each order accepted by FSC, in exchange for the performance of sales and/or distribution services, Financial Institution will be entitled to receive the applicable percentage of the initial sales load, if any, as established by FSC from the amount paid by Financial Institution's customer . The initial sales loads for any Fund shall be those set forth in its prospectus. The portion of the initial sales load payable to Financial Institution may be changed at any time at FSC's sole discretion upon written notice to Financial Institution. (b) Transactions may be settled by Financial Institution: (1) by payment of the full purchase price less an amount equal to Financial Institution's applicable percentage of the initial sales load, or (2) by payment of the full purchase price, in which case Financial Institution shall receive, not less frequently than monthly, the aggregate fees due it on orders received and settled. (c) It shall be the obligation of the Financial Institution either: (i) to provide FSC with all necessary information regarding the application of the appropriate initial sales load to each transaction, or (ii) to assess the appropriate initial sales load for each transaction and to forward the public offering price, net of the amount of the initial sales load to be reallocated to the Financial Institution, to the appropriate Fund. Neither the Fund nor FSC shall have any responsibility to correct the payment or assessment of an incorrect initial sales load due to the failure of the Financial Institution to fulfill the foregoing obligation. 5. Advance Commissions Payable to Financial Institution. Upon the purchase of certain Shares, as described in the applicable prospectuses, FSC will pay Financial Institution an advance commission as set forth on Exhibit A (or, if more recently published, the Fund's current prospectus). This amount is not to be considered an initial sales load and should not be deducted from the public offering price of the Shares which shall be forwarded to the Fund. Generally, a contingent deferred sales charge ("CDSC") will be assessed upon the redemption of Shares with regard to which an advance commission is paid by FSC; in the event that Financial Institution notifies FSC in writing that Financial Institution elects to waive such advance commission, and if the Fund's prospectus permits such a waiver, the CDSC will not be charged upon the redemption of the relevant Shares. To receive advance commission from FSC on Shares that are subject to a CDSC, Financial Institution must open investor accounts with the Fund on a fully- disclosed basis or be able to account for share ownership periods used in calculating the CDSC. Furthermore, should the custody (or record ownership) of the shares of the investor account(s) be transferred during the applicable CDSC holding period (as described in the Fund prospectus) to a financial institution which does not maintain investor accounts on a fully disclosed basis and does not account for share ownership periods, the Financial Institution agrees to reimburse FSC prior to such transfer for advance commissions paid to it by FSC. C. Distribution Services. 6. Agreement to Provide Distribution Services. (a) With regard to those Funds which pay asset-based sales charges (pursuant to Distribution Plans adopted under Investment Company Act Rule 12b-1), as noted on Exhibit A hereto (or, if more recently published, the Fund's current prospectus), FSC hereby appoints Financial Institution to render or cause to be rendered distribution and sales services to the Funds and their shareholders. (b) The services to be provided under this Paragraph (a) may include, but are not limited to, the following: (i) reviewing the activity in Fund accounts; (ii) providing training and supervision of its personnel; (iii) maintaining and distributing current copies of prospectuses and shareholder reports; (iv) advertising the availability of its services and products; (v) providing assistance and review in designing materials to send to customers and potential customers and developing methods of making such materials accessible to customers and potential customers; and (vi) responding to customers' and potential customers' questions about the Funds. 7. Asset-Based Sales Loads Payable to Financial Institution. During the term of this Agreement, FSC will pay Financial Institution asset-based sales charges (also known as "Rule 12b-1 Fees") for each Fund as set forth in Exhibit A to this Agreement (or, if more recently published, the Fund's current prospectus). For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect during the quarter. D. Shareholder Services. 8. Agreement to Provide Shareholder and Account Maintenance Services. With regard to those Funds which pay a Shareholder Services Fee to Financial Institutions, as noted on Exhibit A hereto (or, if more recently published, the Fund's current prospectus), Financial Institution agrees to render or cause to be rendered personal services to shareholders of the Funds and/or the maintenance of accounts of shareholders of the Funds ("Shareholder Services"). Financial Institution agrees to provide Shareholder Services which, in its best judgment, are necessary or desirable for its customers who are investors in the Funds. Financial Institution further agrees to provide FSS, upon request, a written description of the Shareholder Services which Financial Institution is providing hereunder. 9. Shareholder Service Fees Payable to Financial Institution. During the term of this Agreement, FSS will pay Financial Institution Shareholder Service Fees as set forth in Exhibit A to this Agreement (or, if more recently published, the Fund's current prospectus). For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect during the quarter. E. Supplemental Payments. 10. Supplemental Payments to Financial Institution. During the term of this Agreement, FSC, FSS, or their affiliates will make Supplemental Payments to Financial Institution as set forth in Exhibit A to this Agreement (or, if more recently published, the Fund's current prospectus) as additional compensation for services described in Paragraphs 6 or 8, above; such payments will be made from the assets of FSC, FSS, or their affiliates, and not from assets of the Funds nor from fees payable under applicable Distribution (Rule 12b-1) Plans or Shareholder Services Agreement. For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the payments on the basis of the number of days that this Agreement is in effect during the quarter. F. Miscellaneous. 11. Delivery of Prospectuses to Customers. Financial Institution will deliver or cause to be delivered to each customer, at or prior to the time of any purchase of Shares, a copy of the current prospectus of the Fund and, upon request by a customer or shareholder, a copy of the Fund's current Statement of Additional Information. Financial Institution shall not make any representations concerning any Shares other than those contained in the prospectus or Statement of Additional Information of the Fund or in any promotional materials or sales literature furnished to Financial Institution by FSC or the Fund. 12. ERISA Assets. (a) Financial Institution understands that the Department of Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets from receiving administrative service fees or other compensation from funds in which the fiduciary's discretionary ERISA assets are invested. To date, the Department of Labor has not issued any exemptive order or advisory opinion that would exempt fiduciaries from this interpretation. Without specific authorization from the Department of Labor, fiduciaries should carefully avoid investing discretionary assets in any fund pursuant to an arrangement where the fiduciary is to be compensated by the fund for such investment. Receipt of such compensation could violate ERISA provisions against fiduciary self-dealing and conflict of interest and could subject the fiduciary to substantial penalties. (b) Financial Institution will not perform or provide any duties which would cause it to be a fiduciary under Section 4975 of the Internal Revenue Code, as amended. For purposes of that Section, Financial Institution understands that any person who exercises any discretionary authority or discretionary control with respect to any individual retirement account or its assets, or who renders investment advice for a fee, or has any authority or responsibility to do so, or has any discretionary authority or discretionary responsibility in the administration of such an account, is a fiduciary. 13. Indemnification. (a) Financial Institution shall indemnify and hold harmless FSC, FSS, each Fund, the transfer agents of the Funds, and their respective subsidiaries, affiliates, officers, directors, agents and employees from all direct or indirect liabilities, losses or costs (including attorneys fees) arising from, related to or otherwise connected with: (1) any breach by Financial Institution of any provision of this Agreement; or (2) any actions or omissions of FSC, FSS, any Fund, the transfer agents of the Funds, and their subsidiaries, affiliates, officers, directors, agents and employees in reliance upon any oral, written or computer or electronically transmitted instructions believed to be genuine and to have been given by or on behalf of Financial Institution. (b) FSC shall indemnify and hold harmless Financial Institution and its subsidiaries, affiliates, officers, directors, agents and employees from and against any and all direct or indirect liabilities, losses or costs (including attorneys fees) arising from, related to or otherwise connected with: (1) any breach by FSC of any provision of this Agreement; or (2) any alleged untrue statement of a material fact contained in any Fund's Registration Statement or Prospectus, or as a result of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. (c) FSS shall indemnify and hold harmless Financial Institution and its subsidiaries, affiliates, officers, directors, agents and employees from and against any and all direct or indirect liabilities, losses or costs (including attorneys fees) arising from, related to or otherwise connected with any breach by FSS of any provision of this Agreement. (d) The agreement of the parties in this Paragraph to indemnify each other is conditioned upon the party entitled to indemnification (Indemnified Party) giving notice to the party required to provide indemnification (Indemnifying Party) promptly after the summons or other first legal process for any claim as to which indemnity may be sought is served on the Indemnified Party. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from it, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and that the Indemnified Party may participate in such defense at its expense. The failure of the Indemnified Party to give notice as provided in this subparagraph (c) shall not relieve the Indemnifying Party from any liability other than its indemnity obligation under this Paragraph. No Indemnifying Party, in the defense of any such claim or litigation, shall, without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such claim or litigation. (e) The provisions of this Paragraph 13 shall survive the termination of this Agreement. 14. Customer Names Proprietary to Financial Institution. (a) The names of Financial Institution's customers are and shall remain Financial Institution's sole property and shall not be used by FSC, FSS, or their affiliates for any purpose except the performance of their respective duties and responsibilities under this Agreement and except for servicing and informational mailings relating to the Funds. Notwithstanding the foregoing, this Paragraph 14 shall not prohibit FSC, FSS, or any of their affiliates from utilizing the names of Financial Institution's customers for any purpose if the names are obtained in any manner other than from Financial Institution pursuant to this Agreement. (b) Neither party shall use the name of the other party in any manner without the other party's written consent, except as required by any applicable federal or state law, rule or regulation, and except pursuant to any mutually agreed upon promotional programs. (c) The provisions of this Paragraph 14 shall survive the termination of this Agreement. 15. Security Against Unauthorized Use of Funds' Recordkeeping Systems. Financial Institution agrees to provide such security as is necessary to prevent any unauthorized use of the Funds' recordkeeping system, accessed via any computer hardware or software provided to Financial Institution by FSC or FSS. 16. Solicitation of Proxies. Financial Institution agrees not to solicit or cause to be solicited directly, or indirectly, at any time in the future, any proxies from the shareholders of any or all of the Funds in opposition to proxies solicited by management of the Fund or Funds, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Directors or Trustees of the Fund or Funds constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This Paragraph 16 will survive the term of this Agreement. 17. Certification of Customers' Taxpayer Identification Numbers. Financial Institution agrees to obtain any taxpayer identification number certification from its customers required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide FSC, FSS, or their respective designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding. 18. Notices. Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight courier services, or by facsimile or similar electronic means of delivery (with a confirming copy by mail as provided herein). Unless otherwise notified in writing, all notices to FSC or FSS shall be given or sent to FSC or FSS at their offices located at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and all notices to Financial Institution shall be given or sent to it at its address shown below. 19. Termination and Amendment. (a) This Agreement shall become effective in this form as of the date set forth below or as of the first date thereafter upon which Financial Institution executes any transaction, performs any service, or receives any payment pursuant hereto. This Agreement supersedes any prior sales, distribution, shareholder service, or administrative service agreements between the parties. (b) With respect to each Fund, this Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Directors or Trustees of the Fund, including a majority of the members of the Board of Directors or Trustees of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund's Distribution Plan or in any related documents to such Plan ("Independent Directors or Trustees") cast in person at a meeting called for that purpose. (c) This Agreement, including Exhibit A hereto, may be amended by FSC and/or FSS from time to time by the following procedure. FSC or FSS will mail a copy of the amendment to Financial Institution's address, as shown below. If Financial Institution does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. Financial Institution's objection must be in writing and be received by FSC or FSS within such thirty days. (d) Notwithstanding subparagraph 19(b) and in addition to subparagraph 1(a), this Agreement may be terminated as follows: (i) at any time, without the payment of any penalty, by the vote of a majority of the Independent Directors or Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (ii)automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940, upon the termination of the "Distributor's Contract" between the Fund and FSC, upon termination of the "Shareholder Services Agreement" between the Fund and FSS, or upon the termination of the Distribution Plan to which this Agreement is related; and (iii) by any party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. (e) The termination of this Agreement with respect to any one Fund will not cause the Agreement's termination with respect to any other Fund. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 20. Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. FEDERATED SECURITIES CORP. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ Richard B. Fisher Date: July 1, 1995 Richard B. Fisher, Chairman FEDERATED SHAREHOLDER SERVICES Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ John W. McGonigle Date: July 1, 1995 John W. McGonigle, President _______________________________________ Financial Institution Name (Please Print or Type) _______________________________________ Address _______________________________________ City State Zip Code By:______________________________ Authorized Signature _______________________________________ Title _______________________________________ Print Name or Type Name Dated:_____________________ EX-99.SERVICEAGMT 8 Exhibit 6(xiv) under Form N-1A Exhibit 1 under Item 601/Reg. S-K MUTUAL FUNDS SERVICE AGREEMENT This Agreement is entered into among the financial institution or service provider executing this Agreement (the "Institution"), Federated Securities Corp. ("FSC"), and Federated Shareholder Services ("FSS"), with respect to those investment companies listed in Exhibit A hereto (referred to individually as the "Fund" and collectively as the "Funds") for whose shares of beneficial interest or capital stock ("Shares") FSC serves as Distributor and for whom FSS provides or coordinates shareholder services. WHEREAS, the Institution provides agency, investment advisory, fiduciary, administrative, or other services for its clients, customers, or affiliates; WHEREAS, FSS provides shareholder services for the shareholders of the Funds in part by retaining financial institutions (such as the Institution) to perform those shareholder services and FSC provides distribution services for the Funds in part by retaining financial institutions (such as the Institution) to perform distribution or support services; WHEREAS, FSS and FSC have determined that services usually provided by the Institution are substantially equivalent to shareholder services and that the compensation of the Institution for those services could reasonably be expected to contribute to the distribution and sale of Fund shares to clients, customers, or affiliates of the Institution; and WHEREAS, the Institution is willing to provide shareholder services for shareholders of the Funds or distribution or support services for the funds as consideration for compensation received from FSS and FSC; NOW, THEREFORE, the parties agree as follows: 1. Agreement to Provide Services. FSS hereby appoints the Institution to render or cause to be rendered personal services to shareholders of the Funds and/or the maintenance of accounts of shareholders of the Funds ("Shareholder Services"); and FSC hereby appoints the Institution to render or cause to be rendered (i) distribution and sales services to the Funds and their shareholders ("Sales Services"), or (ii) services which, in the opinion of FSC, contribute to the distribution of shares of Funds which have adopted Distribution Plans pursuant to Rule 12b-1 of the Investment Company Act of 1940 ("Support Services,"); Provided, however, the Institution, FSS, and FSC all acknowledge that it is not the intent of the parties to this Agreement that the Institution be compensated for distribution-related services in connection with the investment of assets over which the Institution, acting as a fiduciary, exercises investment discretion. Sales Services may include, but are not limited to, (a) selling and compensating personnel for the sale of Shares; (b) reviewing the activity in Fund accounts; (c) providing training and supervision of its personnel; (d) maintaining and distributing current copies of prospectuses and shareholder reports; (e) advertising the availability of its services and products; (f) providing assistance and review in designing materials to send to customers and potential customers and developing methods of making such materials accessible to customers and potential customers; and (g) responding to customers' and potential customers' questions about the Funds. Distribution-related Support Services may include, but are not limited to, the following functions: (a) account openings; (b) account closings; (c) enter purchase transaction; (d) enter redemption transactions; (e) account maintenance; (f) interest posting; (g) prospectus and shareholder reports; (h) advertisement of the Institution's services; (i) customer lists; (j) design services; and (k) consultation services. The Institution agrees to provide Shareholder Services, Sales Services, and/or Support Services which, in its best judgment, are necessary or desirable for its customers who are investors in the Funds. The Institution further agrees to provide FSS and FSC, upon request, a written description of the Shareholder Services, Sales Services, and Support Services which the Institution is providing hereunder. 2. Service Fees Payable to the Institution. During the term of this Agreement, FSS and FSC will pay the Institution fees as set forth in a written schedule delivered to the Institution pursuant to this Agreement. The fee schedule for the Institution may be changed by FSS or FSC sending a new fee schedule or written notice to the Institution pursuant to Paragraph 10 of this Agreement. Payments by FSS for Shareholder Services under this Agreement may be derived from payments received by FSS from the Funds under their Shareholder Services Agreement or from FSS's own assets; payments by FSC for Sales Services or Support Services under this Agreement may be derived from payments received by FSC from the Funds under Distribution (Rule 12b-1) Plans or from FSC's own assets. FSS or FSC may make supplemental payments to the Institution as set forth in Exhibit A to this Agreement as additional compensation for Shareholder Services, Sales Services, or Support Services; such supplemental payments will be made from the assets of FSC, FSS, or their affiliates, and not from the assets of the Funds nor from payments received by FSC or FSS under any applicable Distribution (Rule 12b-1) Plan or Shareholder Service Agreement. 3. Status of the Institution. The Institution hereby represents and warrants: (a)(i) that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered with the Securities and Exchange Commission pursuant to Section 15 of the Exchange Act; that it is a member of the National Association of Securities Dealers, Inc.; and that, during the term of this Agreement, it will abide by all of the rules and regulations of the NASD including, without limitation, the NASD Rules of Fair Practice. The Institution agrees to notify FSC immediately in the event of (1) its expulsion or suspension from the NASD, or (2) its being found to have violated any applicable federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. The Institution's expulsion from the NASD will automatically terminate this Agreement immediately without notice. Suspension of the Institution from the NASD for violation of any applicable federal or state law, rule or regulation will terminate this Agreement effective immediately upon FSC's written notice of termination to the Institution; or (a)(ii)that it is a "bank," as that term is defined in Section 3(a)(6) of the Exchange Act and that, during the term of this Agreement, it will abide by the rules and regulations of those state and federal banking authorities with appropriate jurisdiction over the Institution, especially those regulations dealing with the activities of the Institution as described under this Agreement. The Institution agrees to notify FSC or FSS immediately of any action by or communication from state or federal banking authorities, state securities authorities, the Securities and Exchange Commission, or any other party which may affect its status as a bank, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. Any action or decision of any of the foregoing regulatory authorities or any court of appropriate jurisdiction which affects the Institution's ability to act in accordance with the terms of this agreement, including the loss of its exemption from registration as a broker or dealer, will terminate this Agreement effective upon FSC's written notice of termination to the Institution; or (a)(iii) that its activities and business, including the services which are rendered under this Agreement, do not require the Institution to register as a broker or a dealer with the Securities and Exchange Commission. The Institution agrees to notify FSC or FSS immediately of any action by or communication from state securities authorities, the Securities and Exchange Commission, or any other party which action or communication may in any material way affect its ability to act in accordance with the terms of this Agreement. Any action or decision of any of the foregoing regulatory authorities or any court of appropriate jurisdiction which affects the Institution's ability to act in accordance with the terms of this agreement, including the loss of its exemption from registration as a broker or dealer, will terminate this Agreement effective upon FSC's written notice of termination to the Institution; and (b) that the Institution is registered with the appropriate securities authorities in all states in which its activities make such registration necessary. 4. The Institution Acts as Agent for its Customers. The parties agree that in each transaction in the Shares of any Fund and with regard to any services rendered pursuant to this Agreement: (a) the Institution is acting in the capacity of agent or fiduciary on behalf of the customer; (b) each transaction over which the Institution does not exercise investment discretion is initiated solely upon the order of the customer; (c) as between the Institution and its customer, the customer will have full beneficial ownership of all Shares of the Funds; (d) each transaction shall be for the account of the customer and not for the Institution's account; and (e) each transaction shall be without recourse to the Institution provided that the Institution acts in accordance with the terms of this Agreement. The Institution shall not have any authority in any transaction to act as FSC's agent or as agent for the Funds. 5. Solicitation of Proxies. Unless such action would cause the Institution to violate its fiduciary or other similar obligations to its customers, the Institution agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future, any proxies from the shareholders of a Fund in opposition to proxies solicited by management of the Fund, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Trustees or Directors of the Fund constitutes willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. This paragraph 5 will survive the term of this Agreement. 6. Delivery of Prospectuses to Customers. In circumstances where the Institution does not have investment discretion over the customer's account, the Institution will deliver or cause to be delivered to each customer, at or prior to the time of any purchase of Shares, a copy of the current prospectus of the Fund and, upon request by a customer or shareholder, a copy of the Fund's current Statement of Additional Information. The Institution shall not make any representations concerning any Shares other than those contained in the prospectus or Statement of Additional Information of the Fund or in any promotional materials or sales literature furnished to the Institution by FSC or the Fund. 7. ERISA and Discretionary Assets. (a)(i) The Institution understands that the Department of Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets from receiving administrative service fees or other compensation from funds in which the fiduciary's discretionary ERISA assets are invested. To date, the Department of Labor has not issued any exemptive order or advisory opinion that would exempt fiduciaries from this interpretation. Without specific authorization from the Department of Labor, fiduciaries should carefully avoid investing discretionary assets in any fund pursuant to an arrangement where the fiduciary is to be compensated by the fund for such investment. Receipt of such compensation could violate ERISA provisions against fiduciary self-dealing and conflict of interest and could subject the fiduciary to substantial penalties. (ii) The Institution will not perform or provide any duties which would cause it to be a fiduciary under Section 4975 of the Internal Revenue Code, as amended. For purposes of that Section, the Institution understands that any person who exercises any discretionary authority or discretionary control with respect to any individual retirement account or assets of an employee benefit plan, or who renders investment advice to such an account or plan for a fee, or has any authority or responsibility to do so, or has any discretionary authority or discretionary responsibility in the administration of such an account or plan, is a fiduciary. (b) The Institution understands that the common law of trusts in several states prohibits fiduciaries from receiving distribution-related compensation from funds in which the fiduciary's discretionary trust assets are invested. Without specific authorization in the underlying trust documents or applicable statutes, fiduciaries should carefully avoid investing discretionary trust assets in any fund pursuant to an arrangement where the fiduciary is to be compensated for distribution-related services by the fund or FSC with respect to such investment. 8. Customer Names Proprietary to the Institution. (a) The names of the Institution's customers are and shall remain the Institution's sole property and shall not be used by FSC, FSS, or their affiliates for any purpose except the performance of their respective duties and responsibilities under this Agreement and except for servicing and informational mailings relating to the Funds. Notwithstanding the foregoing, this Paragraph 8 shall not prohibit FSC, FSS, or any of their affiliates from utilizing the names of the Institution's customers for any purpose if the names are obtained in any manner other than from the Institution pursuant to this Agreement. (b) Neither party shall use the name of the other party in any manner without the other party's written consent, except as required by any applicable federal or state law, rule or regulation, and except pursuant to any mutually agreed upon promotional programs. (c) The provisions of this Paragraph 8 shall survive the termination of this Agreement. 9. Security Against Unauthorized Use of Funds' Recordkeeping Systems. The Institution agrees to provide such security as is necessary to prevent any unauthorized use of the Funds' recordkeeping system, accessed via any computer hardware or software provided to the Institution by FSC or FSS. 10. Termination and Amendment. (a) This Agreement shall become effective in this form as of the date set forth below or as of the first date thereafter upon which the Institution executes any transaction, performs any service, or receives any payment pursuant hereto. This Agreement supersedes any prior sales, distribution, shareholder service, or administrative service agreements between the parties. (b) With respect to each Fund, this Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Directors or Trustees of the Fund, including a majority of the members of the Board of Directors or Trustees of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund's Distribution Plan or in any related documents to such Plan ("Independent Directors or Trustees") cast in person at a meeting called for that purpose. (c) This Agreement, including Exhibit A hereto, may be amended by FSC and/or FSS from time to time by the following procedure. FSC or FSS will mail a copy of the amendment to the Institution's address, as shown below. If the Institution does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. The Institution's objection must be in writing and be received by FSC or FSS within such thirty days. (d) Notwithstanding subparagraph 10(b) and in addition to subparagraph 3(a), this Agreement may be terminated as follows: (i) at any time, without the payment of any penalty, by the vote of a majority of the Independent Directors or Trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (ii) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940, upon the termination of the "Distributor's Contract" between the Fund and FSC, upon termination of the "Shareholder Service Agreement" between the Fund and FSS, or upon the termination of the Distribution Plan to which this Agreement is related; and (iii) by any party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. (e) The termination of this Agreement with respect to any one Fund will not cause the Agreement's termination with respect to any other Fund. 11. Certification of Customers' Taxpayer Identification Numbers. The Institution agrees to obtain any taxpayer identification number certification from its customers required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide FSC, FSS, or their respective designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding. 12. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Section 10, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder. (b) This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. (c) Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid, registered or certified United States first class mail, return receipt requested, overnight courier services, or by facsimile or similar electronic means of delivery (with a confirming copy by mail as provided herein). Unless otherwise notified in writing, all notices to FSC or FSS shall be given or sent to FSC or FSS at their offices located at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and all notices to the Institution shall be given or sent to it at its address shown below. FEDERATED SHAREHOLDER SERVICES Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ John W. McGonigle John W. McGonigle, President FEDERATED SECURITIES CORP. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ Richard B. Fisher Richard B. Fisher, Chairman [Institution] Address City State Zip Code Dated: By: Authorized Signature Title Print Name of Authorized Signature EX-99.SERVICEAGMT 9 Exhibit 6(xv) under Form N-1A Exhibit 1 under Item 601/Reg. S-K PLAN TRUSTEE / MUTUAL FUNDS SERVICE AGREEMENT This Agreement is entered into among the financial institution executing this Agreement ("Plan Trustee"), Federated Securities Corp. ("FSC"), and Federated Shareholder Services ("FSS"), with respect to those investment companies listed in Exhibit A hereto (referred to individually as the "Fund" and collectively as the "Funds") for whose shares of beneficial interest or capital stock ("Shares") FSC serves as Distributor and for whom FSS provides or coordinates shareholder services. WHEREAS, Plan Trustee is a trustee for various employee pension benefit plans (the "Plans"); WHEREAS, FSS provides shareholder services for shareholders of the Funds in part by retaining financial institutions (such as the Plan Trustee) to perform those shareholder services and FSC provides distribution services for the Funds in part by retaining financial institutions (such as the Plan Trustee) to perform distribution-related support services ("trust services"); WHEREAS, FSS and FSC have determined that services usually provided by trustees of employee benefit plans such as the Plan Trustee are substantially equivalent to shareholder services and that the compensation of the Plan Trustee for those services would contribute to the distribution and sale of Fund shares to employee benefit plans; and WHEREAS, Plan Trustee desires to provide such services for compensation received from FSS and FSC; NOW, THEREFORE, the parties agree as follows: 1. FSS and FSC hereby appoint the Plan Trustee to provide trust services to the Plans pursuant to the terms and condition of this agreement. The Plan Trustee agrees to provide trust services which, in its best judgment, are necessary or desirable for its customers who are investors in the Funds. The Plan Trustee further agrees to provide FSS and FSC, upon request, a written description of the trust services which Plan Trustee is providing hereunder. 2. During the term of this Agreement, FSS and FSC will pay the Plan Trustee fees as set forth in a written schedule delivered to the Plan Trustee pursuant to this Agreement. The fee schedule for the Plan Trustee may be changed by FSS or FSC sending a new fee schedule or written notice to the Plan Trustee pursuant to Paragraph 9 of this Agreement. To enable the Funds to comply with an applicable exemptive order, the Plan Trustee represents that the fees received pursuant to this Agreement will be disclosed to its customers, will be authorized by its customers (directly or by operation of applicable law), and will not result in an excessive fee to the Plan Trustee. 3. The Plan Trustee hereby warrants that: (a) it has been authorized to exercise trust powers in the state in which the Plan Trustee is located by the appropriate regulatory authority and, as to each of its Plans, the Plan Trustee has or will obtain the proper authority to act on behalf of such Plans; (b) each Plan on whose behalf the Plan Trustee is acting or will act is either (i) a trust which is tax-exempt under Sections 401 and 501 of the Internal Revenue Code or (ii) a government retirement plan as described under Section 401(a)(24) of the Internal Revenue Code; (c) the governing document of each Plan on whose behalf the Plan Trustee is acting or will act includes or will be amended to include a provision which authorizes investment in the Funds (or, generally, in investment company shares) and which provides that expenses of the Plan may be paid from the assets of the Plan; and (d) the Plan Trustee is functioning as a "non-discretionary fiduciary" with regard to the Plan's investments in the Funds, and the plan's sponsor or other appropriate independent fiduciary of the Plan has reviewed and approved the investment of Plan assets in the Funds and the compensation of the Plan Trustee as contemplated under this Agreement. The Plan Trustee agrees to notify FSS and FSC immediately of any action by or communication from the Internal Revenue Service, the sponsor of a Plan, the Department of Labor, or any other party which in any way affects the continuing accuracy of any warranty or representation set forth in this Agreement. Such communications or actions specifically may include, without limitation, any communication or action with regard to the tax qualified status of any Plan, any amendment to or alteration in the governing document of any Plan, and any other communication or action which affects the ability of any Plan to invest in or continue to hold shares of the Funds. The Plan Trustee acknowledges that upon the breach of any of the foregoing warranties, the Plan Trustee may be liable to FSS, FSC, and the Funds for any direct and consequential damages resulting from such a breach of this Agreement. 4. Unless such action would cause the Plan Trustee to violate its fiduciary obligations under the terms of the Plan or under the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Plan Trustee agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future, any proxies from the shareholders of a Fund in opposition to proxies solicited by management of the Fund, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Trustees or Directors of the Fund constitutes willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties. This paragraph 4 will survive the term of this Agreement. 5. This Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Board of each Fund, including a majority of the members of the Board of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund's Plan or in any related documents to the Plan ("Disinterested Board Members") cast in person at a meeting called for that purpose. 6. Notwithstanding paragraph 5, this Agreement may be terminated as follows: (a) at any time with regard to a particular Fund or class of shares of a Fund, without the payment of any penalty, by the vote of a majority of the Disinterested Board Members of the Fund or by a vote of a majority of the outstanding voting securities of the class of shares of the Fund as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (b) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940, upon the termination of the "Distributor's Contract" between the Fund and FSC, upon termination of the "Shareholder Services Agreement" between the Fund and FSS, or upon the termination of the Distribution Plan to which this Agreement is related; and (c) by either party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. 7. The Plan Trustee agrees to obtain any taxpayer identification number certification from its Plans required under Section 3406 of the Internal Revenue Code, and any applicable Treasury regulations, and to provide FSS with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding. 8. The execution and delivery of this Agreement have been authorized by the Trustees of FSS and signed by an authorized officer of FSS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or shareholders of FSS, but bind only the trust property of FSS as provided in the Declaration of Trust of FSS. 9. Notices of any kind to be given hereunder shall be in writing (including facsimile communication) and shall be duly given if delivered to Plan Trustee at the address set forth below and if delivered to FSS or FSC at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention: President. 10. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. If any provision of this Agreement shall be held or made invalid by a court or regulatory agency decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Subject to the provisions of Sections 5 and 6, hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by Pennsylvania law; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940 or any rule or regulation promulgated by the Securities and Exchange Commission thereunder. 11. This Agreement may be executed by different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same instrument. 12. This Agreement shall not be assigned by any party without the prior written consent of FSS and FSC in the case of assignment by Plan Trustee, or of Plan Trustee in the case of assignment by FSS or FSC, except that any party may assign to a successor all of or a substantial portion of its business to a party controlling, controlled by, or under common control with such party. 13. This Agreement may be amended by FSS or FSC from time to time by the following procedure. FSS or FSC will mail a copy of the amendment to the Plan Trustee's address, as shown below. If the Plan Trustee does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of the Agreement. The Plan Trustee's objection must be in writing and be received by FSS or FSC within such thirty days. Amendments to Exhibit A may be made by FSS or FSC at any time by written or electronic notice to the Institution. FSS and FSC anticipate that a revised Exhibit A, reflecting all changes in effect at the time of transmission, will be sent to the Institution annually during the term of this Agreement. 14. The Plan Trustee acknowledges and agrees that FSS has entered into this Agreement solely in the capacity of agent for the Funds and administrator of the Plan. The Plan Trustee agrees not to claim that FSS is liable for any responsibilities or amounts due by the Funds hereunder. FEDERATED SHAREHOLDER SERVICES Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ John W. McGonigle President FEDERATED SECURITIES CORP. Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ Richard B. Fisher Chairman [Plan Trustee] Address City State Zip Code Dated: By: Authorized Signature Title Print Name of Authorized Signature EX-99.CUSTODIANAGMT 10 Exhibit 8 (ii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT 1 CONTRACT DATE INVESTMENT COMPANY Portfolios 12/1/94 FEDERATED MUNICIPAL TRUST Alabama Municipal Cash Trust Califormia Municipal Cash Trust Connecticut Municipal Cash Trust Institutional Service Shares Florida Municipal Cash Trust Maryland Municipal Cash Trust Massachusetts Municipal Cash Trust Bayfunds Shares Institutional Service Shares Michigan Municipal Cash Trust Minnesota Municipal Cash Trust Cash Series Shares Institutional Shares New Jersey Municipal Cash Trust Institutional Service Shares Institutional Shares New York Municipal Cash Trust Cash II Shares Institutional Service Shares North Carolina Municipal Cash Trust Ohio Municipal Cash Trust Cash II Shares Institutional Service Shares Pennsylvania Municipal Cash Trust Cash Series Shares Institutional Service Shares Institutional Shares Virginia Municipal Cash Trust Institutional Service Shares Institutional Shares
EX-99.T/ACONTRACT 11 Exhibit 9(i) under Form N-1A Exhibit 10 under Item 601/Reg. S-K AGREEMENT for FUND ACCOUNTING, SHAREHOLDER RECORDKEEPING, and CUSTODY SERVICES PROCUREMENT AGREEMENT made as of December 1, 1994, by and between those investment companies listed on Exhibit 1 as may be amended from time to time, having their principal office and place of business at Federated Investors Tower, Pittsburgh, PA 15222-3779 (the "Trust"), on behalf of the portfolios (individually referred to herein as a "Fund" and collectively as "Funds") of the Trust, and FEDERATED SERVICES COMPANY, a Delaware business trust, having its principal office and place of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222- 3779 (the "Company"). WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), with authorized and issued shares of capital stock or beneficial interest ("Shares"); and WHEREAS, the Trust may desire to retain the Company to provide certain pricing, accounting and recordkeeping services for each of the Funds, including any classes of shares issued by any Fund ("Classes") if so indicated on Exhibit 1, and the Company is willing to furnish such services; and WHEREAS, the Trust may desire to appoint the Company as its transfer agent, dividend disbursing agent if so indicated on Exhibit 1, and agent in connection with certain other activities, and the Company desires to accept such appointment; and WHEREAS, the Trust may desire to appoint the Company as its agent to select, negotiate and subcontract for custodian services from an approved list of qualified banks if so indicated on Exhibit 1, and the Company desires to accept such appointment; and WHEREAS, from time to time the Trust may desire and may instruct the Company to subcontract for the performance of certain of its duties and responsibilities hereunder to State Street Bank and Trust Company or another agent (the "Agent"); and WHEREAS, the words Trust and Fund may be used interchangeably for those investment companies consisting of only one portfolio; NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: SECTION ONE: Fund Accounting. Article 1. Appointment. The Trust hereby appoints the Company to provide certain pricing and accounting services to the Funds, and/or the Classes, for the period and on the terms set forth in this Agreement. The Company accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Article 3 of this Section. Article 2. The Company's Duties. Subject to the supervision and control of the Trust's Board of Trustees or Directors ("Board"), the Company will assist the Trust with regard to fund accounting for the Trust, and/or the Funds, and/or the Classes, and in connection therewith undertakes to perform the following specific services; A. Value the assets of the Funds using: primarily, market quotations, including the use of matrix pricing, supplied by the independent pricing services selected by the Company in consultation with the adviser, or sources selected by the adviser, and reviewed by the board; secondarily, if a designated pricing service does not provide a price for a security which the Company believes should be available by market quotation, the Company may obtain a price by calling brokers designated by the investment adviser of the fund holding the security, or if the adviser does not supply the names of such brokers, the Company will attempt on its own to find brokers to price those securities; thirdly, for securities for which no market price is available, the Pricing Committee of the Board will determine a fair value in good faith. Consistent with Rule 2a-4 of the 40 Act, estimates may be used where necessary or appropriate. The Company's obligations with regard to the prices received from outside pricing services and designated brokers or other outside sources, is to exercise reasonable care in the supervision of the pricing agent. The Company is not the guarantor of the securities prices received from such agents and the Company is not liable to the Fund for potential errors in valuing a Fund's assets or calculating the net asset value per share of such Fund or Class when the calculations are based upon such prices. All of the above sources of prices used as described are deemed by the Company to be authorized sources of security prices. The Company provides daily to the adviser the securities prices used in calculating the net asset value of the fund, for its use in preparing exception reports for those prices on which the adviser has comment. Further, upon receipt of the exception reports generated by the adviser, the Company diligently pursues communication regarding exception reports with the designated pricing agents. B. Determine the net asset value per share of each Fund and/or Class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus and Statement of Additional Information ("Prospectus") of each Fund; C. Calculate the net income of each of the Funds, if any; D. Calculate capital gains or losses of each of the Funds resulting from sale or disposition of assets, if any; E. Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Fund, and/or Class, as required under Section 31(a) of the 1940 Act and the Rules thereunder in connection with the services provided by the Company; F. Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records to be maintained by Rule 31a-1 under the 1940 Act in connection with the services provided by the Company. The Company further agrees that all such records it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust such records upon the Trust's request; G. At the request of the Trust, prepare various reports or other financial documents required by federal, state and other applicable laws and regulations; and H. Such other similar services as may be reasonably requested by the Trust. Article 3. Compensation and Allocation of Expenses. A. The Funds will compensate the Company for its services rendered pursuant to Section One of this Agreement in accordance with the fees agreed upon from time to time between the parties hereto. Such fees do not include out-of-pocket disbursements of the Company for which the Funds shall reimburse the Company upon receipt of a separate invoice. Out-of-pocket disbursements shall include, but shall not be limited to, the items agreed upon between the parties from time to time. B. The Fund and/or the Class, and not the Company, shall bear the cost of: custodial expenses; membership dues in the Investment Company Institute or any similar organization; transfer agency expenses; investment advisory expenses; costs of printing and mailing stock certificates, Prospectuses, reports and notices; administrative expenses; interest on borrowed money; brokerage commissions; taxes and fees payable to federal, state and other governmental agencies; fees of Trustees or Directors of the Trust; independent auditors expenses; Federated Administrative Services and/or Federated Administrative Services, Inc. legal and audit department expenses billed to Federated Services Company for work performed related to the Trust, the Funds, or the Classes; law firm expenses; or other expenses not specified in this Article 3 which may be properly payable by the Funds and/or classes. C. The compensation and out-of-pocket expenses shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Trust and/or the Funds and a duly authorized officer of the Company. E. The fee for the period from the effective date of this Agreement with respect to a Fund or a Class to the end of the initial month shall be prorated according to the proportion that such period bears to the full month period. Upon any termination of this Agreement before the end of any month, the fee for such period shall be prorated according to the proportion which such period bears to the full month period. For purposes of determining fees payable to the Company, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Fund's Prospectus. F. The Company, in its sole discretion, may from time to time subcontract to, employ or associate with itself such person or persons as the Company may believe to be particularly suited to assist it in performing services under this Section One. Such person or persons may be third-party service providers, or they may be officers and employees who are employed by both the Company and the Funds. The compensation of such person or persons shall be paid by the Company and no obligation shall be incurred on behalf of the Trust, the Funds, or the Classes in such respect. SECTION TWO: Shareholder Recordkeeping. Article 4. Terms of Appointment. Subject to the terms and conditions set forth in this Agreement, the Trust hereby appoints the Company to act as, and the Company agrees to act as, transfer agent and dividend disbursing agent for each Fund's Shares, and agent in connection with any accumulation, open-account or similar plans provided to the shareholders of any Fund ("Shareholder(s)"), including without limitation any periodic investment plan or periodic withdrawal program. As used throughout this Agreement, a "Proper Instruction" means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) the Company reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Trust, or the Fund, and the Company promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Trust, or the Fund, and the Company are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing. Article 5. Duties of the Company. The Company shall perform the following services in accordance with Proper Instructions as may be provided from time to time by the Trust as to any Fund: A. Purchases (1) The Company shall receive orders and payment for the purchase of shares and promptly deliver payment and appropriate documentation therefore to the custodian of the relevant Fund, (the "Custodian"). The Company shall notify the Fund and the Custodian on a daily basis of the total amount of orders and payments so delivered. (2) Pursuant to purchase orders and in accordance with the Fund's current Prospectus, the Company shall compute and issue the appropriate number of Shares of each Fund and/or Class and hold such Shares in the appropriate Shareholder accounts. (3) For certificated Funds and/or Classes, if a Shareholder or its agent requests a certificate, the Company, as Transfer Agent, shall countersign and mail by first class mail, a certificate to the Shareholder at its address as set forth on the transfer books of the Funds, and/or Classes, subject to any Proper Instructions regarding the delivery of certificates. (4) In the event that any check or other order for the purchase of Shares of the Fund and/or Class is returned unpaid for any reason, the Company shall debit the Share account of the Shareholder by the number of Shares that had been credited to its account upon receipt of the check or other order, promptly mail a debit advice to the Shareholder, and notify the Fund and/or Class of its action. In the event that the amount paid for such Shares exceeds proceeds of the redemption of such Shares plus the amount of any dividends paid with respect to such Shares, the Fund and/the Class or its distributor will reimburse the Company on the amount of such excess. B. Distribution (1) Upon notification by the Funds of the declaration of any distribution to Shareholders, the Company shall act as Dividend Disbursing Agent for the Funds in accordance with the provisions of its governing document and the then- current Prospectus of the Fund. The Company shall prepare and mail or credit income, capital gain, or any other payments to Shareholders. As the Dividend Disbursing Agent, the Company shall, on or before the payment date of any such distribution, notify the Custodian of the estimated amount required to pay any portion of said distribution which is payable in cash and request the Custodian to make available sufficient funds for the cash amount to be paid out. The Company shall reconcile the amounts so requested and the amounts actually received with the Custodian on a daily basis. If a Shareholder is entitled to receive additional Shares by virtue of any such distribution or dividend, appropriate credits shall be made to the Shareholder's account, for certificated Funds and/or Classes, delivered where requested; and (2) The Company shall maintain records of account for each Fund and Class and advise the Trust, each Fund and Class and its Shareholders as to the foregoing. C. Redemptions and Transfers (1) The Company shall receive redemption requests and redemption directions and, if such redemption requests comply with the procedures as may be described in the Fund Prospectus or set forth in Proper Instructions, deliver the appropriate instructions therefor to the Custodian. The Company shall notify the Funds on a daily basis of the total amount of redemption requests processed and monies paid to the Company by the Custodian for redemptions. (2) At the appropriate time upon receiving redemption proceeds from the Custodian with respect to any redemption, the Company shall pay or cause to be paid the redemption proceeds in the manner instructed by the redeeming Shareholders, pursuant to procedures described in the then- current Prospectus of the Fund. (3) If any certificate returned for redemption or other request for redemption does not comply with the procedures for redemption approved by the Fund, the Company shall promptly notify the Shareholder of such fact, together with the reason therefor, and shall effect such redemption at the price applicable to the date and time of receipt of documents complying with said procedures. (4) The Company shall effect transfers of Shares by the registered owners thereof. (5) The Company shall identify and process abandoned accounts and uncashed checks for state escheat requirements on an annual basis and report such actions to the Fund. D. Recordkeeping (1) The Company shall record the issuance of Shares of each Fund, and/or Class, and maintain pursuant to applicable rules of the Securities and Exchange Commission ("SEC") a record of the total number of Shares of the Fund and/or Class which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Company shall also provide the Fund on a regular basis or upon reasonable request with the total number of Shares which are authorized and issued and outstanding, but shall have no obligation when recording the issuance of Shares, except as otherwise set forth herein, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Funds. (2) The Company shall establish and maintain records pursuant to applicable rules of the SEC relating to the services to be performed hereunder in the form and manner as agreed to by the Trust or the Fund to include a record for each Shareholder's account of the following: (a) Name, address and tax identification number (and whether such number has been certified); (b) Number of Shares held; (c) Historical information regarding the account, including dividends paid and date and price for all transactions; (d) Any stop or restraining order placed against the account; (e) Information with respect to withholding in the case of a foreign account or an account for which withholding is required by the Internal Revenue Code; (f) Any dividend reinvestment order, plan application, dividend address and correspondence relating to the current maintenance of the account; (g) Certificate numbers and denominations for any Shareholder holding certificates; (h) Any information required in order for the Company to perform the calculations contemplated or required by this Agreement. (3) The Company shall preserve any such records required to be maintained pursuant to the rules of the SEC for the periods prescribed in said rules as specifically noted below. Such record retention shall be at the expense of the Company, and such records may be inspected by the Fund at reasonable times. The Company may, at its option at any time, and shall forthwith upon the Fund's demand, turn over to the Fund and cease to retain in the Company's files, records and documents created and maintained by the Company pursuant to this Agreement, which are no longer needed by the Company in performance of its services or for its protection. If not so turned over to the Fund, such records and documents will be retained by the Company for six years from the year of creation, during the first two of which such documents will be in readily accessible form. At the end of the six year period, such records and documents will either be turned over to the Fund or destroyed in accordance with Proper Instructions. E. Confirmations/Reports (1) The Company shall furnish to the Fund periodically the following information: (a) A copy of the transaction register; (b) Dividend and reinvestment blotters; (c) The total number of Shares issued and outstanding in each state for "blue sky" purposes as determined according to Proper Instructions delivered from time to time by the Fund to the Company; (d) Shareholder lists and statistical information; (e) Payments to third parties relating to distribution agreements, allocations of sales loads, redemption fees, or other transaction- or sales-related payments; (f) Such other information as may be agreed upon from time to time. (2) The Company shall prepare in the appropriate form, file with the Internal Revenue Service and appropriate state agencies, and, if required, mail to Shareholders, such notices for reporting dividends and distributions paid as are required to be so filed and mailed and shall withhold such sums as are required to be withheld under applicable federal and state income tax laws, rules and regulations. (3) In addition to and not in lieu of the services set forth above, the Company shall: (a) Perform all of the customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, mailing Shareholder reports and Prospectuses to current Shareholders, withholding taxes on accounts subject to back-up or other withholding (including non-resident alien accounts), preparing and filing reports on U.S. Treasury Department Form 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other conformable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information; and (b) provide a system which will enable the Fund to monitor the total number of Shares of each Fund and/or Class sold in each state ("blue sky reporting"). The Fund shall by Proper Instructions (i) identify to the Company those transactions and assets to be treated as exempt from the blue sky reporting for each state and (ii) verify the classification of transactions for each state on the system prior to activation and thereafter monitor the daily activity for each state. The responsibility of the Company for each Fund's and/or Class's state blue sky registration status is limited solely to the recording of the initial classification of transactions or accounts with regard to blue sky compliance and the reporting of such transactions and accounts to the Fund as provided above. F. Other Duties (1) The Company shall answer correspondence from Shareholders relating to their Share accounts and such other correspondence as may from time to time be addressed to the Company; (2) The Company shall prepare Shareholder meeting lists, mail proxy cards and other material supplied to it by the Fund in connection with Shareholder Meetings of each Fund; receive, examine and tabulate returned proxies, and certify the vote of the Shareholders; (3) The Company shall establish and maintain facilities and procedures for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. Article 6. Duties of the Trust. A. Compliance The Trust or Fund assume full responsibility for the preparation, contents and distribution of their own and/or their classes' Prospectus and for complying with all applicable requirements of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act and any laws, rules and regulations of government authorities having jurisdiction. B. Share Certificates The Trust shall supply the Company with a sufficient supply of blank Share certificates and from time to time shall renew such supply upon request of the Company. Such blank Share certificates shall be properly signed, manually or by facsimile, if authorized by the Trust and shall bear the seal of the Trust or facsimile thereof; and notwithstanding the death, resignation or removal of any officer of the Trust authorized to sign certificates, the Company may continue to countersign certificates which bear the manual or facsimile signature of such officer until otherwise directed by the Trust. C. Distributions The Fund shall promptly inform the Company of the declaration of any dividend or distribution on account of any Fund's shares. Article 7. Compensation and Expenses. A. Annual Fee For performance by the Company pursuant to Section Two of this Agreement, the Trust and/or the Fund agree to pay the Company an annual maintenance fee for each Shareholder account as agreed upon between the parties and as may be added to or amended from time to time. Such fees may be changed from time to time subject to written agreement between the Trust and the Company. Pursuant to information in the Fund Prospectus or other information or instructions from the Fund, the Company may sub-divide any Fund into Classes or other sub-components for recordkeeping purposes. The Company will charge the Fund the same fees for each such Class or sub-component the same as if each were a Fund. B. Reimbursements In addition to the fee paid under Article 7A above, the Trust and/or Fund agree to reimburse the Company for out-of-pocket expenses or advances incurred by the Company for the items agreed upon between the parties, as may be added to or amended from time to time. In addition, any other expenses incurred by the Company at the request or with the consent of the Trust and/or the Fund, will be reimbursed by the appropriate Fund. C. Payment The compensation and out-of-pocket expenses shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund and Class. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Trust and/or the Funds and a duly authorized officer of the Company. Article 8. Assignment of Shareholder Recordkeeping. Except as provided below, no right or obligation under this Section Two may be assigned by either party without the written consent of the other party. A. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. B. The Company may without further consent on the part of the Trust subcontract for the performance hereof with (A) State Street Bank and its subsidiary, Boston Financial Data Services, Inc., a Massachusetts Trust ("BFDS"), which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934, as amended, or any succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS subsidiary duly registered as a transfer agent pursuant to Section 17A(c)(1), or (C) a BFDS affiliate, or (D) such other provider of services duly registered as a transfer agent under Section 17A(c)(1) as Company shall select; provided, however, that the Company shall be as fully responsible to the Trust for the acts and omissions of any subcontractor as it is for its own acts and omissions; or C. The Company shall upon instruction from the Trust subcontract for the performance hereof with an Agent selected by the Trust, other than BFDS or a provider of services selected by Company, as described in (2) above; provided, however, that the Company shall in no way be responsible to the Trust for the acts and omissions of the Agent. SECTION THREE: Custody Services Procurement. Article 9. Appointment. The Trust hereby appoints Company as its agent to evaluate and obtain custody services from a financial institution that (i) meets the criteria established in Section 17(f) of the 1940 Act and (ii) has been approved by the Board as eligible for selection by the Company as a custodian (the "Eligible Custodian"). The Company accepts such appointment. Article 10. The Company and Its Duties. Subject to the review, supervision and control of the Board, the Company shall: A. evaluate the nature and the quality of the custodial services provided by the Eligible Custodian; B. employ the Eligible Custodian to serve on behalf of the Trust as Custodian of the Trust's assets substantially on the terms set forth as the form of agreement in Exhibit 2; C. negotiate and enter into agreements with the Custodians for the benefit of the Trust, with the Trust as a party to each such agreement. The Company shall not be a party to any agreement with any such Custodian; D. establish procedures to monitor the nature and the quality of the services provided by the Custodians; E. continuously monitor the nature and the quality of services provided by the Custodians; and F. periodically provide to the Trust (i) written reports on the activities and services of the Custodians; (ii) the nature and amount of disbursement made on account of the Trust with respect to each custodial agreement; and (iii) such other information as the Board shall reasonably request to enable it to fulfill its duties and obligations under Sections 17(f) and 36(b) of the 1940 Act and other duties and obligations thereof. Article 11. Fees and Expenses. A. Annual Fee For the performance by the Company pursuant to Section Three of this Agreement, the Trust and/or the Fund agree to pay the Company an annual fee as agreed upon between the parties. B. Reimbursements In addition to the fee paid under Section 11A above, the Trust and/or Fund agree to reimburse the Company for out-of-pocket expenses or advances incurred by the Company for the items agreed upon between the parties, as may be added to or amended from time to time. In addition, any other expenses incurred by the Company at the request or with the consent of the Trust and/or the Fund, will be reimbursed by the appropriate Fund. C. Payment The compensation and out-of-pocket expenses shall be accrued by the Fund and shall be paid to the Company no less frequently than monthly, and shall be paid daily upon request of the Company. The Company will maintain detailed information about the compensation and out-of-pocket expenses by Fund. D. Any schedule of compensation agreed to hereunder, as may be adjusted from time to time, shall be dated and signed by a duly authorized officer of the Trust and/or the Funds and a duly authorized officer of the Company. Article 12. Representations. The Company represents and warrants that it has obtained all required approvals from all government or regulatory authorities necessary to enter into this arrangement and to provide the services contemplated in Section Three of this Agreement. SECTION FOUR: General Provisions. Article 13. Documents. A. In connection with the appointment of the Company under this Agreement, the Trust shall file with the Company the following documents: (1) A copy of the Charter and By-Laws of the Trust and all amendments thereto; (2) A copy of the resolution of the Board of the Trust authorizing this Agreement; (3) Specimens of all forms of outstanding Share certificates of the Trust or the Funds in the forms approved by the Board of the Trust with a certificate of the Secretary of the Trust as to such approval; (4) All account application forms and other documents relating to Shareholders accounts; and (5) A copy of the current Prospectus for each Fund. B. The Fund will also furnish from time to time the following documents: (1) Each resolution of the Board of the Trust authorizing the original issuance of each Fund's, and/or Class's Shares; (2) Each Registration Statement filed with the SEC and amendments thereof and orders relating thereto in effect with respect to the sale of Shares of any Fund, and/or Class; (3) A certified copy of each amendment to the governing document and the By-Laws of the Trust; (4) Certified copies of each vote of the Board authorizing officers to give Proper Instructions to the Custodian and agents for fund accountant, custody services procurement, and shareholder recordkeeping or transfer agency services; (5) Specimens of all new Share certificates representing Shares of any Fund, accompanied by Board resolutions approving such forms; (6) Such other certificates, documents or opinions which the Company may, in its discretion, deem necessary or appropriate in the proper performance of its duties; and (7) Revisions to the Prospectus of each Fund. Article 14. Representations and Warranties. A. Representations and Warranties of the Company The Company represents and warrants to the Trust that: (1) It is a business trust duly organized and existing and in good standing under the laws of the State of Delaware. (2) It is duly qualified to carry on its business in the State of Delaware. (3) It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement. (4) All requisite corporate proceedings have been taken to authorize it to enter into and perform its obligations under this Agreement. (5) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. (6) It is in compliance with federal securities law requirements and in good standing as a transfer agent. B. Representations and Warranties of the Trust The Trust represents and warrants to the Company that: (1) It is an investment company duly organized and existing and in good standing under the laws of its state of organization; (2) It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform its obligations under this Agreement; (3) All corporate proceedings required by said Charter and By- Laws have been taken to authorize it to enter into and perform its obligations under this Agreement; (4) The Trust is an open-end investment company registered under the 1940 Act; and (5) A registration statement under the 1933 Act will be effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of each Fund being offered for sale. Article 15. Standard of Care and Indemnification. A. Standard of Care The Company shall be held to a standard of reasonable care in carrying out the provisions of this Contract. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. B. Indemnification by Trust The Company shall not be responsible for and the Trust or Fund shall indemnify and hold the Company, including its officers, directors, shareholders and their agents employees and affiliates, harmless against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (1) The acts or omissions of any Custodian, Adviser, Sub- adviser or other party contracted by or approved by the Trust or Fund, (2) The reliance on or use by the Company or its agents or subcontractors of information, records and documents in proper form which (a) are received by the Company or its agents or subcontractors and furnished to it by or on behalf of the Fund, its Shareholders or investors regarding the purchase, redemption or transfer of Shares and Shareholder account information; (b) are received by the Company from independent pricing services or sources for use in valuing the assets of the Funds; or (c) are received by the Company or its agents or subcontractors from Advisers, Sub-advisers or other third parties contracted by or approved by the Trust of Fund for use in the performance of services under this Agreement; (d) have been prepared and/or maintained by the Fund or its affiliates or any other person or firm on behalf of the Trust. (3) The reliance on, or the carrying out by the Company or its agents or subcontractors of Proper Instructions of the Trust or the Fund. (4) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. Provided, however, that the Company shall not be protected by this Article 15.A. from liability for any act or omission resulting from the Company's willful misfeasance, bad faith, negligence or reckless disregard of its duties of failure to meet the standard of care set forth in 15.A. above. C. Reliance At any time the Company may apply to any officer of the Trust or Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Company under this Agreement, and the Company and its agents or subcontractors shall not be liable and shall be indemnified by the Trust or the appropriate Fund for any action reasonably taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel provided such action is not in violation of applicable federal or state laws or regulations. The Company, its agents and subcontractors shall be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Trust or the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. D. Notification In order that the indemnification provisions contained in this Article 15 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. Article 16. Termination of Agreement. This Agreement may be terminated by either party upon one hundred twenty (120) days written notice to the other. Should the Trust exercise its rights to terminate, all out-of-pocket expenses associated with the movement of records and materials will be borne by the Trust or the appropriate Fund. Additionally, the Company reserves the right to charge for any other reasonable expenses associated with such termination. The provisions of Article 15 shall survive the termination of this Agreement. Article 17. Amendment. This Agreement may be amended or modified by a written agreement executed by both parties. Article 18. Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Company and the Trust may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Charter. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. Article 19. Governing Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts Article 20. Notices. Except as otherwise specifically provided herein, Notices and other writings delivered or mailed postage prepaid to the Trust at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such other address as the Trust or the Company may hereafter specify, shall be deemed to have been properly delivered or given hereunder to the respective address. Article 21. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original. Article 22. Limitations of Liability of Trustees and Shareholders of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Trust, but bind only the appropriate property of the Fund, or Class, as provided in the Declaration of Trust. Article 23. Limitations of Liability of Trustees and Shareholders of the Company. The execution and delivery of this Agreement have been authorized by the Trustees of the Company and signed by an authorized officer of the Company, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Company, but bind only the property of the Company as provided in the Declaration of Trust. Article 24. Assignment. This Agreement and the rights and duties hereunder shall not be assignable with respect to the Trust or the Funds by either of the parties hereto except by the specific written consent of the other party. Article 25. Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject hereof whether oral or written. Article 26. Successor Agent. If a successor agent for the Trust shall be appointed by the Trust, the Company shall upon termination of this Agreement deliver to such successor agent at the office of the Company all properties of the Trust held by it hereunder. If no such successor agent shall be appointed, the Company shall at its office upon receipt of Proper Instructions deliver such properties in accordance with such instructions. In the event that no written order designating a successor agent or Proper Instructions shall have been delivered to the Company on or before the date when such termination shall become effective, then the Company shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $2,000,000, all properties held by the Company under this Agreement. Thereafter, such bank or trust company shall be the successor of the Company under this Agreement. Article 27. Force Majeure. The Company shall have no liability for cessation of services hereunder or any damages resulting therefrom to the Fund as a result of work stoppage, power or other mechanical failure, natural disaster, governmental action, communication disruption or other impossibility of performance. Article 28. Assignment; Successors. This Agreement shall not be assigned by either party without the prior written consent of the other party, except that either party may assign to a successor all of or a substantial portion of its business, or to a party controlling, controlled by, or under common control with such party. Nothing in this Article 28 shall prevent the Company from delegating its responsibilities to another entity to the extent provided herein. Article 29. Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf under their seals by and through their duly authorized officers, as of the day and year first above written. ATTEST: INVESTMENT COMPANIES (listed on Exhibit 1) /s/ John W. McGonigle_______ By:__/s/ John F. Donahue___ John W. McGonigle John F. Donahue Secretary Chairman ATTEST: FEDERATED SERVICES COMPANY /s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____ Jeannette Fisher-Garber James J. Dolan Secretary President EXHIBIT 1 CONTRACT DATE INVESTMENT COMPANY Portfolios 12/1/94 FEDERATED MUNICIPAL TRUST Alabama Municipal Cash Trust Califormia Municipal Cash Trust Connecticut Municipal Cash Trust Institutional Service Shares Florida Municipal Cash Trust Maryland Municipal Cash Trust Massachusetts Municipal Cash Trust Bayfunds Shares Institutional Service Shares Michigan Municipal Cash Trust Minnesota Municipal Cash Trust Cash Series Shares Institutional Shares New Jersey Municipal Cash Trust Institutional Service Shares Institutional Shares New York Municipal Cash Trust Cash II Shares Institutional Service Shares North Carolina Municipal Cash Trust Ohio Municipal Cash Trust Cash II Shares Institutional Service Shares Pennsylvania Municipal Cash Trust Cash Series Shares Institutional Service Shares Institutional Shares Virginia Municipal Cash Trust Institutional Service Shares Institutional Shares FEDERATED SERVICES COMPANY provides the following services: Fund Accounting Shareholder Recordkeeping Custody Services Procurement
EX-99.POA 12 Exhibit 19 under Form N-1A Exhibit 24 under Item 601/Reg. S- K POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints the Secretary and Assistant Secretary of FEDERATED MUNICIPAL TRUST and the Assistant General Counsel of Federated Investors, and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign any and all documents to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR; and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. SIGNATURES TITLE DATE /s/John F. Donahue Chairman and Trustee July 18, 1995 John F. Donahue (Chief Executive Officer) /s/Glen R. Johnson President and Trustee July 18, 1995 Glen R. Johnson /s/Edward C. Gonzales Executive Vice President July 18, 1995 Edward C. Gonzales /s/Thomas G. Bigley Trustee July 18, 1995 Thomas G. Bigley /s/John T. Conroy, Jr. Trustee July 18, 1995 John T. Conroy, Jr. SIGNATURES TITLE DATE /s/David M. Taylor Treasurer July 18, 1995 David M. Taylor (Principal Financial and Accounting Officer) /s/William J. Copeland Trustee July 18, 1995 William J. Copeland /s/James E. Dowd Trustee July 18, 1995 James E. Dowd /s/Lawrence D. Ellis, M.D. Trustee July 18, 1995 Lawrence D. Ellis, M.D. /s/Edward L. Flaherty, Jr. Trustee July 18, 1995 Edward L. Flaherty, Jr. /s/Peter E. Madden Trustee July 18, 1995 Peter E. Madden /s/Gregor F. Meyer Trustee July 18, 1995 Gregor F. Meyer /s/John E. Murray, Jr. Trustee July 18, 1995 John E. Murray, Jr. /s/Wesley W. Posvar Trustee July 18, 1995 Wesley W. Posvar /s/Marjorie P. Smuts Trustee July 18, 1995 Marjorie P. Smuts Sworn to and subscribed before me this 18th day of July, 1995 /s/Marie M. Hamm Marie M. Hamm Notarial Seal Marie M. Hamm, Notary Public Plum Boro, Allegheny County My Commission Expires Sept. 16, 1996 Member, Pennsylvania Association of Notaries EX-27.FINANCIALDATA 13
6 1 ALABAMA MUNICIPAL CASH TRUST 11-MOS OCT-31-1994 OCT-31-1994 142,272,477 142,272,477 689,982 144,234 0 143,106,693 0 0 302,832 302,832 0 142,803,861 142,803,861 0 0 0 0 0 0 142,803,861 0 1,475,274 0 173,808 1,301,466 0 0 1,301,466 0 1,301,466 0 0 478,251,901 336,054,760 606,720 142,803,861 0 0 0 0 243,579 0 478,262 53,882,670 1.00 .020 0 .020 0 0 1.00 36 0 0
EX-27.FINANCIALDATA 14
6 2 CALIFORNIA MUNICIPAL CASH TRUST 1-MO OCT-31-1994 OCT-31-1994 80,956,758 80,956,758 469,969 355,888 0 81,782,615 0 0 219,942 219,942 0 81,562,673 81,562,673 74,707,347 0 0 0 0 0 81,562,673 0 230,743 0 41,193 189,550 0 0 189,550 0 189,550 0 0 30,010,373 23,185,135 30,088 6,855,326 0 0 0 0 34,909 0 72,053 82,205,189 1.00 .002 0 .002 0 0 1.00 59 0 0
EX-27.FINANCIALDATA 15
6 3 CONNECTICUT MUNICIPAL CASH TRUST 12-MOS OCT-31-1994 OCT-31-1994 196,224,981 196,224,981 1,103,064 253,894 0 197,581,939 6,750,000 0 408,737 7,158,737 0 190,423,202 190,423,202 140,446,211 0 0 0 0 0 190,423,202 0 5,206,206 0 1,139,710 4,066,496 0 0 4,066,496 0 4,066,496 0 0 486,727,225 437,916,644 1,166,410 49,976,991 0 0 0 0 961,837 0 1,474,548 192,367,471 1.000 .020 .000 .020 .000 .000 1.000 59 0 .000
EX-27.FINANCIALDATA 16
6 4 FLORIDA MUNICIPAL CASH TRUST 2-MOS OCT-31-1994 OCT-31-1994 47,996,202 47,996,202 5,918,020 122,849 0 54,037,071 0 0 70,884 70,884 0 53,966,187 53,996,187 0 0 0 0 0 0 53,966,187 0 179,046 0 13,890 165,156 0 0 165,156 0 165,105 0 0 134,110,437 80,237,096 92,846 53,966,187 0 0 0 0 20,127 0 65,743 45,914,586 1.000 .004 .000 .004 .000 .000 1.00 28 0 .000
EX-27.FINANCIALDATA 17
6 5 MARYLAND MUNICIPAL CASH TRUST 5-MOS OCT-31-1994 OCT-31-1994 59,910,767 59,910,767 353,999 79,544 0 60,344,310 4,010,494 0 58,577 4,069,071 0 56,275,239 56,275,239 0 0 0 0 0 0 56,275,239 0 862,087 0 126,923 735,164 0 0 735,164 0 735,164 0 0 231,266,672 175,587,494 596,061 56,275,239 0 0 0 0 137,219 0 273,483 57,239,926 1.000 .010 0 .010 0 0 1.000 46 0 .000
EX-27.FINANCIALDATA 18
6 6 MASS. MUNI CASH TRUST-INST. SERVICE SHARES 12-MOS OCT-31-1994 OCT-31-1994 131,056,993 131,056,993 752,648 339,824 0 132,149,465 0 0 224,573 224,573 0 131,924,892 90,013,385 84,524,347 0 0 0 0 0 90,013,385 0 3,451,549 0 734,388 2,717,161 0 0 2,717,161 0 2,037,982 0 0 298,784,520 293,889,923 594,441 29,257,700 0 0 0 0 643,293 0 1,180,099 128,658,582 1.000 .020 .000 .020 .000 .000 1.000 55 0 .000
EX-27.FINANCIALDATA 19
6 7 MASS. MUNI CASH TRUST-BAYFUNDS SHARES 12-MOS OCT-31-1994 OCT-31-1994 131,056,993 131,056,993 752,648 339,824 0 132,149,465 0 0 224,573 224,573 0 131,924,892 41,911,507 18,142,845 0 0 0 0 0 41,911,507 0 3,451,549 0 734,388 2,717,161 0 0 2,717,161 0 679,179 0 0 51,046,608 27,958,997 681,051 29,257,700 0 0 0 0 643,293 0 1,180,099 128,658,582 1.000 .020 .000 .020 .000 .000 1.000 64 0 .000
EX-27.FINANCIALDATA 20
6 8 MINNESOTA MUNI CASH TRUST-INST SHARES 12-MOS OCT-31-1994 OCT-31-1994 252,973,872 252,973,872 1,528,112 595,076 0 255,097,060 0 0 1,058,381 1,058,381 0 254,038,679 159,703,946 165,865,146 0 0 0 0 0 159,703,946 0 7,331,414 0 1,104,424 6,226,990 0 0 6,226,990 0 4,475,720 0 0 554,305,186 560,732,943 266,557 20,652,134 0 0 0 0 1,025,614 0 2,190,194 256,403,506 1.00 .030 0 .030 0 0 1.00 31 0 0
EX-27.FINANCIALDATA 21
6 9 MINNESOTA MUNI CASH TRUST-CASH SERIES SHARES 12-MOS OCT-31-1994 OCT-31-1994 252,973,872 252,973,872 1,528,112 595,076 0 255,097,060 0 0 1,058,381 1,058,381 0 254,038,679 94,334,733 67,521,399 0 0 0 0 0 94,334,733 0 7,331,414 0 1,104,424 6,226,990 0 0 6,226,990 0 1,751,270 0 0 377,628,524 352,494,108 1,678,918 20,652,134 0 0 0 0 1,025,614 0 2,190,194 256,403,506 1.00 .020 0 .020 0 0 1.00 71 0 0
EX-27.FINANCIALDATA 22
6 10 NEW JERSEY MUNI CASH TRUST-INST SHARES 12-MOS OCT-31-1994 OCT-31-1994 98,893,742 98,893,742 777,247 255,941 0 99,926,930 0 0 238,788 238,788 0 99,688,142 62,983,664 66,345,642 0 0 0 0 0 62,983,664 0 2,717,427 0 560,311 2,157,116 0 0 2,157,116 0 1,478,776 0 0 240,111,228 243,476,200 2,995 12,337,050 0 0 0 0 390,387 0 946,540 97,596,703 1.00 .020 0 .020 0 0 1.00 54 0 0
EX-27.FINANCIALDATA 23
6 11 NEW JERSEY MUNI CASH TRUST-INST SERV SHARES 12-MOS OCT-31-1994 OCT-31-1994 98,893,742 98,893,742 777,247 255,941 0 99,926,930 0 0 238,788 238,788 0 99,688,142 36,704,478 21,005,450 0 0 0 0 0 36,704,478 0 2,717,427 0 560,311 2,157,116 0 0 2,157,116 0 678,340 0 0 103,935,112 88,659,704 423,619 12,337,050 0 0 0 0 390,387 0 946,540 97,596,703 1.00 .020 0 .020 0 0 1.00 65 0 0
EX-27.FINANCIALDATA 24
6 12 NORTH CAROLINA MUNICIPAL CASH TRUST 10-MOS OCT-31-1994 OCT-31-1994 84,655,914 84,655,914 539,073 202,617 0 85,397,604 0 0 148,584 148,584 0 85,249,020 85,249,020 0 0 0 0 0 0 85,249,020 0 1,791,005 0 289,101 1,501,904 0 0 1,501,904 0 1,501,904 0 0 539,042,342 454,858,745 1,065,423 85,249,020 0 0 0 0 296,066 0 550,698 71,094,911 1.000 .020 .000 .020 .000 .000 1.000 49 0 .000
EX-27.FINANCIALDATA 25
6 13 NEW YORK MUNCIPAL CASH TRUST-INSTIT SERV SH 10-MOS OCT-31-1994 OCT-31-1994 360,380,377 360,380,377 2,419,699 0 0 362,800,076 0 0 3,471,966 3,471,966 0 359,345,720 240,241,136 274,375,542 0 0 (17,609) 0 0 240,223,216 0 7,811,642 0 1,640,748 6,170,893 322 0 6,171,215 0 4,491,656 0 0 451,596,768 486,369,021 637,846 26,085,218 0 (17,930) 0 0 1,145,675 0 2,025,779 342,763,781 1.000 .018 .000 .018 .000 .000 1.000 64 0 .000
EX-27.FINANCIALDATA 26
6 14 NEW YORK MUNCIPAL CASH TRUST-INSTIT SERV SH 2-MOS OCT-31-1994 OCT-31-1994 368,669,423 368,669,423 2,417,722 245,944 0 371,333,089 0 0 701,969 701,969 0 370,648,729 236,597,763 274,375,542 0 0 (17,609) 0 0 236,579,842 0 2,057,969 0 347,729 1,710,241 0 0 1,710,241 0 1,139,019 0 0 96,896,793 100,660,326 120,159 11,303,928 0 (17,930) 0 0 237,901 0 480,680 361,805,719 1.000 .020 .000 .020 .000 .000 1.000 52 0 .000
EX-27.FINANCIALDATA 27
6 15 NEW YORK MUNCIPAL CASH TRUST-CASH II SH 2-MOS OCT-31-1994 OCT-31-1994 368,669,423 368,669,423 2,417,722 245,944 0 371,333,089 0 0 701,969 701,969 0 370,648,729 134,050,966 58,884,362 0 0 (17,609) 0 0 134,051,278 0 2,057,969 0 347,729 1,710,241 0 0 1,710,241 0 571,222 0 0 67,140,522 52,743,894 550,674 11,303,928 0 (17,930) 0 0 237,901 0 480,680 361,805,719 1.000 .020 .000 .020 .000 .000 1.000 71 0 .000
EX-27.FINANCIALDATA 28
6 16 NEW YORK MUNCIPAL CASH TRUST-CASH II SHARES 10-MOS OCT-31-1994 OCT-31-1994 360,380,377 360,380,377 2,419,699 0 0 362,800,076 0 0 3,471,966 3,471,966 0 359,345,720 119,104,584 58,884,362 0 0 (17,609) 0 0 119,104,895 0 7,811,642 0 1,640,748 6,170,893 322 0 6,171,215 0 1,679,237 0 0 303,122,869 244,300,886 1,397,320 26,085,218 0 (17,930) 0 0 1,145,675 0 2,025,779 342,763,781 1.000 .017 .000 .017 .000 .000 1.000 88 0 .000
EX-27.FINANCIALDATA 29
6 17 OHIO MUNICIPAL CASH TRUST-CASH II SHARES 12-MOS OCT-31-1994 OCT-31-1994 224,303,708 224,303,708 1,564,946 351,377 0 226,220,031 7,405,000 0 265,559 7,670,559 0 218,549,472 156,050,592 127,017,346 0 0 0 0 0 156,050,592 0 6,002,451 0 1,545,591 4,456,860 0 0 4,456,860 0 2,895,050 0 0 534,029,008 507,829,260 2,833,498 9,783,947 0 0 0 0 818,742 0 1,913,123 204,685,373 1.000 .020 .000 .020 .000 .000 1.000 85 0 .000
EX-27.FINANCIALDATA 30
6 18 OHIO MUNICIPAL CASH TRUST-INST. SHARES 12-MOS OCT-31-1994 OCT-31-1994 224,303,708 224,303,708 1,564,946 351,377 0 226,220,031 7,405,000 0 265,559 7,670,559 0 218,549,472 62,498,880 81,748,179 0 0 0 0 0 62,498,880 0 6,002,451 0 1,545,591 4,456,860 0 0 4,456,860 0 1,561,810 0 0 275,545,260 294,893,757 99,198 9,783,947 0 0 0 0 818,742 0 1,913,123 204,685,373 1.000 .020 .000 .020 .000 .000 1.000 55 0 .000
EX-27.FINANCIALDATA 31
6 19 PENN MUNI CASH TRUST CASH SERIES SHARES 12-MOS OCT-31-1994 OCT-31-1994 254,988,052 254,988,052 1,597,902 850,572 0 257,436,526 9,405,000 0 519,115 9,924,115 0 247,512,411 18,352,155 18,560,773 0 0 0 0 0 18,352,155 0 9,168,090 0 2,170,244 6,997,846 0 0 6,997,846 0 372,135 0 0 50,844,359 51,436,928 383,951 (89,566,989) 0 0 0 0 1,617,472 0 2,257,546 323,494,447 1.000 0.020 0 0.020 0 0 1.000 104 0 .000
EX-27.FINANCIALDATA 32
6 20 PENN MUNI CASH TRUST INSTIT. SERV. SHARES 12-MOS OCT-31-1994 OCT-31-1994 254,988,052 254,988,052 1,597,902 850,572 0 257,436,526 9,405,000 0 519,115 9,924,115 0 247,512,411 229,160,256 318,518,627 0 0 0 0 0 229,160,256 0 9,168,090 0 2,170,244 6,997,846 0 0 6,997,846 0 6,625,711 0 0 749,671,233 839,966,777 937,173 (89,566,989) 0 0 0 0 1,617,472 0 2,257,546 323,494,447 1.000 0.020 0 0.020 0 0 1.000 64 0 .000
EX-27.FINANCIALDATA 33
6 21 VIRGINIA MUNI CASH TRUST-INST SHARES 12-MOS OCT-31-1994 OCT-31-1994 120,744,212 120,744,212 646,006 229,114 0 121,619,332 1,000,000 0 175,099 1,175,099 0 120,444,233 20,360,206 7,210,502 0 0 0 0 0 20,360,206 0 3,332,902 0 458,800 2,874,102 0 0 2,874,102 0 394,677 0 0 66,227,881 53,106,542 28,365 67,585,962 0 0 0 0 470,783 0 894,218 117,695,849 1.00 .030 0 .030 0 0 1.00 33 0 0
EX-27.FINANCIALDATA 34
6 22 VIRGINIA MUNI CASH TRUST-INST SERV SHARES 12-MOS OCT-31-1994 OCT-31-1994 120,744,212 120,744,212 646,006 229,114 0 121,619,332 1,000,000 0 175,099 1,175,099 0 120,444,233 100,084,027 45,647,769 0 0 0 0 0 100,084,027 0 3,332,902 0 458,800 2,874,102 0 0 2,874,102 0 2,479,425 0 0 1,161,511,893 1,109,129,007 2,053,372 67,585,962 0 0 0 0 470,783 0 894,218 117,695,849 1.00 .020 0 .020 0 0 1.00 40 0 0
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