-----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, dzrWrsJfJkOtgLwhYvn7FItgug5ZnhQEerxPO+OL22MGQ3BffzLs1B6vocFiWns+ 11iaSvKXGq2LkdjTW7FNLw== 0000855108-94-000030.txt : 19940916 0000855108-94-000030.hdr.sgml : 19940916 ACCESSION NUMBER: 0000855108-94-000030 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19940915 EFFECTIVENESS DATE: 19940915 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: 94549121 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05911 FILM NUMBER: 94549122 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TOWER CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122887496 485BPOS 1 FORM DOCUMENT 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. 30 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X Amendment No. 30 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 September 19, 1994 pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a) on pursuant to paragraph (a) of Rule 485. Registrant has filed with the Securities and Exchange Commission a declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940, and: x filed the Notice required by that Rule on December 15, 1993; or intends to file the Notice required by that Rule on or about ____________; or during the most recent fiscal year did not sell any securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not file the Notice. Copies to: Thomas J. Donnelly, Esquire Charles H. Morin, Esquire Houston, Houston & Donnelly Dickstein, Shapiro & Morin, L.L.P. 2510 Centre City Tower 2101 L Street, N.W. 650 Smithfield Street Washington, D.C. 20037 Pittsburgh, Pennsylvania 15222 CROSS-REFERENCE SHEET This Amendment to the Registration Statement of FEDERATED MUNICIPAL TRUST, which consists of thirteen portfolios: (1) Connecticut Municipal Cash Trust, (a) Institutional Service Shares; (2) Pennsylvania Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional Service Shares; (3) Massachusetts Municipal Cash Trust, (a) Institu- tional Service Shares and (b) BayFunds Shares; (4) Minnesota Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional Shares; (5) New Jersey Municipal Cash Trust, (a) Institutional Shares and (b) Institutional Shares; (6) Ohio Municipal Cash Trust, (a) Cash II Shares and (b) Institutional Shares; (7) Virginia Municipal Cash Trust, (a) Institutional Shares and (b) Institutional Service Shares; (8) Alabama Municipal Cash Trust; (9) North Carolina Municipal Cash Trust; (10) Maryland Municipal Cash Trust; (11) California Municipal Cash Trust; (12) New York Municipal Cash Trust, (a) Cash II Shares and (b) Institutional Service Shares, and (13) Florida Municipal Cash Trust, relates only to the Florida Municipal Cash Trust and is comprised of the following: PART A. INFORMATION REQUIRED IN A PROSPECTUS. Prospectus Heading (Rule 404(c) Cross Reference) Item 1. Cover Page (1-13) Cover Page. Item 2. Synopsis (1-13) Summary of Fund Expenses. Item 3. Condensed Financial Information (8,9) Financial Highlights; (1-9) Performance Information; (3b) Tax-Equivalent Yield. Item 4. General Description of Registrant (1-13) General Information; (1-13) Investment Information; (1-13) Investment Objective; (1- 13) Investment Policies; (1) Connecticut Municipal Securities; (2) Pennsylvania Municipal Securities; (3) Massachusetts Municipal Securities; (4) Minnesota Municipal Securities; (5) New Jersey Municipal Securities; (6) Ohio Municipal Securities; (7) Virginia Municipal Securities; (8) Alabama Municipal Securities; (9) North Carolina Municipal Securities; (10) Maryland Municipal Securities; (11) California Municipal Securities; (12) New York Municipal Securities; (13) Florida Municipal Securities; (1-13) Standby Commitments; (1) Connecticut Investment Risks; (2) Pennsylvania Investment Risks; (3) Massachusetts Investment Risks; (4) Minnesota Investment Risks; (5) New Jersey Investment Risks; (6) Ohio Investment Risks; (7) Virginia Investment Risks; (8) Alabama Investment Risks; (9) North Carolina Investment Risks; (10) Maryland Investment Risks; (11) California Investment Risks; (12) New York Investment Risks; (1-13) Non- Diversification; (1-13) Investment Limitations; (1-13) Regulatory Compliance. Item 5. Management of the Fund (1-13) Federated Municipal Trust Information; (1-13) Management of Federated Municipal Trust; (1-7, 12) Distribution of Cash Series, Institutional, Institutional Service, or Cash II Shares; (11,13) Distribution of Fund Shares; (1-13) Administration of the Fund; (7,11,12) Expenses of the Fund and Institutional, Institutional Service, or Cash II Shares; (8-13) Expenses of the Fund. Item 6. Capital Stock and Other Securities (1-13) Dividends; (1-13) Capital Gains; (1-13) Shareholder Information; (1-13) Voting Rights; (1- 13) Massachusetts Partnership Law; (1-13) Tax Information; (1-12) Federal Income Tax; (1) Connecticut Tax Considerations; (2) Pennsylvania Tax Considerations; (3) Massachusetts Tax Considerations; (4) Minnesota Tax Considerations; (5) New Jersey Tax Considerations; (6) Ohio Tax Considerations; (7) Virginia Tax Considerations; (8) Alabama Taxes; (9) North Carolina Taxes; (10) Maryland Tax Considerations; (11) California State Income Taxes; (12) New York State Tax Considerations; (13) Florida Tax Considerations; (1- 13) Other State and Local Taxes; (2,3,4,5,6,7,12) Other Classes of Shares. Item 7. Purchase of Securities Being Offered (1-13) Net Asset Value; (4a,5a,6a) Distribution Plan; (12) Distribution and Shareholder Servicing Arrangements; (13) Distribution and Shareholder Services Plan; (8,9,12,13) Other Payments to Financial Institutions; (3b,7b) Shareholder Services Plan; (1-10, 12) Investing in Cash Series, Institutional, Institutional Services or Cash II Shares; (8,9,11, 13) Investing in Fund Shares; (1-6,11,12, 13) Share Purchases; (1-13) Minimum Investment Required; (1-12) What Shares Cost; (2a,4a,6a) Systematic Investment Program; (2a,4a,6a) Automatic Investments; (1- 13) Subaccounting Services; (1-13) Certificates and Confirmations. Item 8. Redemption or Repurchase (1-7,12) Redeeming Cash Series, Institutional, Institutional Service or Cash II Shares; (8,9) Redeeming Fund Shares; (11, 13) Redeeming Shares; (2a,4a,6a, 13) Through a Financial Institution; (2a,4a,6a,10) Directly from the Fund; (1,2,3,4b,5,6b,7,11,12) Telephone Redemption; (1- 9,11,12) Written Requests; (12, 13) By Mail; (10, 13) By Writing a Check; (8, 9, 11) Checkwriting; (1-7) Redemption Before Purchase Instruments Clear; (1-13) Accounts With Low Balances. Item 9. Pending Legal Proceedings None. PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION. Item 10. Cover Page (1-13) Cover Page. Item 11. Table of Contents (1-13) Table of Contents. Item 12. General Information and History (1-13) General Information About the Fund. Item 13. Investment Objectives and Policies (1-13) Investment Objective and Policies; (1-13) Investment Limitations. Item 14. Management of the Fund (1-10) Federated Municipal Trust Management; (11,12, 13) Trust Management. Item 15. Control Persons and Principal Holders of Securities Not applicable. Item 16. Investment Advisory and Other Services (1-13) Investment Advisory Services; (1-13) Administrative Services; (4a,5a,6a,12) Distribution Plan; (3b,7b) Shareholder Services Plan; (13) Distribution and Shareholder Services Plan. Item 17. Brokerage Allocation (1-13) Brokerage Transactions. Item 18. Capital Stock and Other Securities Not applicable. Item 19. Purchase, Redemption and Pricing of Securities Being Offered (1-13) Purchasing Shares; (1-13) Determining Net Asset Value; (1-13) Redeeming Shares. Item 20. Tax Status (1-13) Tax Status. Item 21. Underwriters Not applicable. Item 22. Calculation of Performance Data (1-13) Yield; (1-13) Effective Yield; (1,2,3a,4-13) Tax- Equivalent Yield; (1-132) Performance Comparisons. Item 23. Financial Statements (1-7) Filed in Part A; (8- 13) To be filed by Amendment Parts A and B are incorporated by reference to Registrant's Post-Effective Amendment No. 29 filed on July 21, 1994. (File Nos. 33-31259 and 811-5911) PART C. OTHER INFORMATION. Item 24. Financial Statements and Exhibits: (a) Financial Statements (To be filed by Amendment) (b) Exhibits: (1) Copy of Declaration of Trust of the Registrant (1); (i) Copy of the Declaration of Trust, as amended (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;+ (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); (ii) Copy of Specimen Certificate for Maryland Municipal Cash Trust; (17) (iii) Copy of Specimen Certificate for Florida Municipal Cash Trust;+ + All exhibits have been filed electronically. 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). 5. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 3 on Form N-1A filed on 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). 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). 13. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 15 on Form N- 1A filed on December 24, 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) (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) Form of Exhibit K to Investment Advisory Contract for New York Municipal Cash Trust; + (vi) Form of Exhibit L to Investment Advisory Contract for California Municipal Cash Trust; + (vii) Form of Exhibit M to the Investment Advisory Contract for Florida Municipal Cash Trust;+ (6) Copy of Distributor's Contract of the Registrant (5); (i) Exhibit M to Distributor's Contract (13); (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) Form of Exhibit R to the Distributor's Contract for New York Municipal Cash Trust, Cash II Shares; + (vii) Form of Exhibit S to the Distributor's Contract for New York Municipal Cash Trust, Institutional Service Shares; + + All exhibits have been filed electronically. 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). 13. Response is incorporated by reference to Registrant's Post- Effective Amendment No. 15 on Form N-1A filed on December 24, 1992 (File Nos. 33-31251 and 811-5911). 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). 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) 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) (viii) Form of Exhibit T to the Distributor's Contract for California Municipal Cash Trust; + (ix) Form of Exhibit U to the Distributor's Contract for Florida Municipal Cash Trust;+ (7) Not applicable; (8) (i) Conformed copy of Custodian Agreement of the Registrant; (17) (ii)Conformed copy of Transfer Agency Agreement(17); (9) (i)Conformed copy of Agency Agreement of the Registrant (15); (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 (to be filed by Amendment); (v) Copy of Exhibit A to Shareholder Services Agreement for Virginia Municipal Cash Trust(17); (vii) Copy of Exhibit B to Shareholder Services Agreement for Maryland Municipal Cash Trust (17); (viii) Conformed copy of Shareholder Services Plan of the Registrant; (18) (ix) Conformed copy of Exhibit A to Shareholder Services Plan for Virginia Municipal Cash Trust- Institutional Service Shares; (19) (x) Conformed copy of Exhibit B to Shareholder Services Plan for Maryland Municipal Cash Trust; (18) (xi) Form of Exhibit C to Shareholder Services Plan for Florida Municipal Cash Trust;+ (10) (i) Copy of Opinion and Consent of Counsel as to the legality of shares for Minnesota Municipal Cash Trust (5); + 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). 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) 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) (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); (1) Form of Exhibit H to 12b-1 Plan for New York Municipal Cash Trust, Cash II Shares (19); (2) Form of Exhibit I to 12b-1 Plan for New York Municipal Cash Trust, Institutional Service Shares (19); (3) Form of Exhibit J to 12b-1 Plan for Florida Municipal Cash Trust;+ (ii) Copy of Rule 12b-1 Agreement of the Registrant (7); Additional Exhibits to the Rule 12b- 1 Plan and Agreement 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. (16) Schedules for Computation of Performance Data; (i) New Jersey Municipal Cash Trust (9); (ii) Ohio Municipal Cash Trust (10); (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); (17) Conformed copy of Power of Attorney(16); (18) Not applicable. + 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). 9. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 10 on Form N-1A filed on June 7, 1991 (File Nos. 33-31259 and 811-5911). 10. Response is incorporated by reference to Registrant's Post-Effective Amendment No. 11 on Form N-1A filed on June 28, 1991 (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. 33-31251 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) Item 25. Persons Controlled by or Under Common Control with Registrant: None Item 26. Number of Holders of Securities: Number of Record Holders Title of Class as of July 1, 1994 Shares of beneficial interest (no par value) Alabama Municipal Cash Trust 107 California Municipal Cash Trust 0 Connecticut Municipal Cash Trust Institutional Service Shares 903 Florida Municipal Cash Trust 0 Maryland Municipal Cash Trust (as of 5/27/94) 30 Massachusetts Municipal Cash Trust Institutional Service Shares 232 BayFunds Shares 3 Minnesota Municipal Cash Trust Cash Series Shares 2,076 Institutional Shares 40 New Jersey Municipal Cash Trust Institutional Service Shares 119 Institutional Shares 26 New York Municipal Cash Trust 0 North Carolina Municipal Cash Trust 182 Ohio Municipal Cash Trust Cash II Shares 135 Institutional Shares 52 Pennsylvania Municipal Cash Trust Cash Series Shares 387 Institutional Service Shares 295 Virginia Municipal Cash Trust Institutional Shares 25 Institutional Service Shares 354 Item 27. Indemnification: (3.) Item 28. Business and Other Connections of Investment Adviser: For a description of the other business of the investment adviser, see the section entitled "Federated Municipal 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. 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). 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, Gary J. Madich, and J. Alan Minteer, Senior Vice Presidents; Randall A. Bauer, Jonathan C. Conley, Deborah A. Cunningham, Mark E. Durbiano, Kathleen M. Foody-Malus, Thomas M. Franks, Edward C. Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W. McGonigle, Gregory M. Melvin, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski, Charles A. Ritter, 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 under "The Funds." Item 29. Principal Underwriters: (a) Federated Securities Corp., the Distributor for shares of the Registrant, also acts as principal underwriter for the following open-end investment companies: Alexander Hamilton Funds; American Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust; Automated Government Money Trust; BayFunds; The Biltmore Funds; The Biltmore Municipal Funds; 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 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; Mark Twain Funds; Marshall Funds, Inc.; Money Market Management, Inc.; The Medalist Funds; Money Market Obligations Trust; Money Market Trust; The Monitor Funds; Municipal Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds; Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; and World Investment Series, Inc. Federated Securities Corp. also acts as principal underwriter for the following closed- end investment company: Liberty Term Trust, Inc.- 1999. (b) (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Richard B. Fisher Director, Chairman, Chief 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 Vice President Federated Investors Tower President, and Treasurer, and Treasurer Pittsburgh, PA 15222-3779 Federated Securities Corp. John W. McGonigle Director, Executive Vice Vice President and Federated Investors Tower President, and Assistant Secretary Pittsburgh, PA 15222-3779 Secretary, Federated Securities Corp. John A. Staley, IV Executive Vice President - -- Federated Investors Tower and Assistant Secretary, Pittsburgh, PA 15222-3779 Federated Securities Corp. John B. Fisher President-Institutional Sales, - -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James F. Getz President-Broker/Dealer, - -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark R. Gensheimer Executive Vice President of - -- Federated Investors Tower Bank/Trust Pittsburgh, PA 15222-3779 Federated Securities Corp. Mark W. Bloss Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Theodore Fadool, Jr. Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Bryant R. Fisher Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Christopher T. Fives Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (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 Timothy C. Pillion Senior Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 James R. Ball Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard W. Boyd Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jane E. Broeren-Lambesis Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mary J. Combs Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Edmond Connell, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Laura M. Deger Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jill Ehrenfeld Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark D. Fisher Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Joseph D. Gibbons Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant David C. Glabicki Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard C. Gonzales Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Scott A. Hutton Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William J. Kerns Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William E. Kugler Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Dennis M. Laffey Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Francis J. Matten, Jr. Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Mark J. Miehl Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 J. Michael Miller Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 R. Jeffrey Niss Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Michael P. O'Brien Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Solon A. Person, IV Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Robert F. Phillips Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Eugene B. Reed Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 (1) (2) (3) Name and Principal Positions and Offices Positions and Offices Business Address With Underwriter With Registrant Paul V. Riordan Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Charles A. Robison Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 David W. Spears Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Jeffrey A. Stewart Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Thomas E. Territ Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 William C. Tustin Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Richard B. Watts Vice President, -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Philip C. Hetzel Assistant Vice President, - -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 Ernest L. Linane Assistant Vice President, - -- Federated Investors Tower Federated Securities Corp. Pittsburgh, PA 15222-3779 S. Elliott Cohan Secretary, Federated Assistant Federated Investors Tower Securities Corp. Secretary Pittsburgh, PA 15222-3779 (c) Not applicable. Item 30. Location of Accounts and Records: (3.) Item 31. Management Services: Not applicable. 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 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 file a post- effective amendment on behalf of Florida Municipal Cash Trust, using financial statements for such portfolio, which need not be certified, within four to six months from the effective date of Registrant's Post-Effective Amendment Nos. 29 and 50. 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL TRUST, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 15th day of September, 1994. FEDERATED MUNICIPAL TRUST BY: /s/G. Andrew Bonnewell G. Andrew Bonnewell, Assistant Secretary Attorney in Fact for John F. Donahue September 15, 1994 Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: NAME TITLE DATE By: /s/G. Andrew Bonnewell G. Andrew Bonnewell Attorney In Fact September 15, 1994 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* Vice President and Treasurer (Principal Financial and Accounting Officer) John T. Conroy, Jr.* Trustee 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 Wesley W. Posvar* Trustee Marjorie P. Smuts* Trustee * By Power of Attorney EX-99.AMENDMENT 2 AMENDMENT 8/94 Exhibit (1)(v) on Form N-1A Exhibit (3)(1) under Item 601/Reg. S-K FEDERATED MUNICIPAL TRUST Amendment No. 14 DECLARATION OF TRUST dated September 1, 1989 THIS Declaration of Trust is amended as follows: Delete the first paragraph of Section 5 in Article III and substitute in its place the following: Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust shall be and are established and designated as: Alabama Municipal Cash Trust California 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 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 Shares Pennsylvania Municipal Cash Trust Cash Series Shares Institutional Service Shares Virginia Municipal Cash Trust Institutional Service Shares Institutional Shares The undersigned Assistant Secretary of Federated Municipal Trust hereby certifies that the above stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees on the 25th day of August, 1994. WITNESS the due execution hereof this 25th day of August, 1994. /s/ G. Andrew Bonnewell G. Andrew Bonnewell Assistant Secretary EX-99.STOCKCERT 3 STOCK CERTIFICATES Exhibit (4)(iii) FEDERATED MUNICIPAL TRUST FLORIDA MUNICIPAL CASH TRUST Number Shares _____ _____ Account No. Alpha Code See Reverse Side For Certain Definitions THIS IS TO CERTIFY THAT is the owner of CUSIP_____________ Fully Paid and Non-Assessable Shares of Beneficial Interest of FLORIDA MUNICIPAL CASH TRUST, a portfolio of FEDERATED MUNICIPAL TRUST hereafter called the Trust, transferable on the books of the Trust by the owner in person or by duly authorized attorney upon surrender of this certificate properly endorsed. The shares represented hereby are issued and shall be held subject to the provisions of the Declaration of Trust and By- Laws of the Trust and all amendments thereto, all of which the holder by acceptance hereof assents. This Certificate is not valid unless countersigned by the Transfer Agent. IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed in its name by its proper officers and to be sealed with its seal. Dated: FEDERATED MUNICIPAL TRUST Corporate Seal 1989 Massachusetts /s/ Edward C. Gonzales /s/ John F. Donahue Treasurer Chairman Countersigned: Federated Services Company (Boston) Transfer Agent By: Authorized Signature The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations; TEN COM - as tenants in common UNIF GIFT MIN ACT-...Custodian... TEN ENT - as tenants by the entireties (Cust) (Minors) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act............................. in common (State) Additional abbreviations may also be used though not in the above list. For value received__________ hereby sell, assign, and transfer unto Please insert social security or other identifying number of assignee ______________________________________ ________________________________________________________________ _____________ (Please print or typewrite name and address, including zip code, of assignee) ________________________________________________________________ _____________ ________________________________________________________________ _____________ ________________________________________________________________ ______ shares of beneficial interest represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________________________ ________________________________________________________________ _____________ to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated______________________ NOTICE:___________________________ ___ The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. All persons dealing with Federated Municipal Trust, a Massachusetts business trust, must look solely to the Trust property for the enforcement of any claim against the Trust, as the Trustees, officers, agents or shareholders of the Trust assume no personal liability whatsoever for obligations entered into on behalf of the Trust. THIS SPACE MUST NOT BE COVERED IN ANY WAY DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE Page One A. The Certificate is outlined by an (color) one-half inch border. B. The number in the upper left-hand corner and the number of shares in the upper right-hand corner are outlined by octagonal boxes. C. The cusip number in the middle right-hand area of the page is boxed. D. The Massachusetts corporate seal appears in the bottom middle of the page. Page Two The social security or other identifying number of the assignee appears in a box in the top-third upper-left area of the page. EX-99.EXHIBIT 4 FMT ADV EX K -1- Exhibit 5(v) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT K to the Investment Advisory Contract New York 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 .40 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 .40 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 March, 1994. Attest: FEDERATED MANAGEMENT /s/ John W. McGonigle By: /s/ William D. Dawson, III Secretary Executive Vice President Attest: FEDERATED MUNICIPAL TRUST /s/ S. Elliott Cohan By: /s/ Edward C. Gonzales Assistant Secretary Vice President EX-99.EXHIBIT 5 FMT ADV EX L -1- Exhibit 5(vi) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT L to the Investment Advisory Contract California 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 March, 1994. Attest: FEDERATED MANAGEMENT /s/ John W. McGonigle By: /s/ William D. Dawson, III Secretary Executive Vice President Attest: FEDERATED MUNICIPAL TRUST /s/ S. Elliott Cohan By: /s/ Edward C. Gonzales Assistant Secretary Vice President EX-99.EXHIBIT 6 FMT ADV EX M -1- Exhibit 5(vii) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT M to the Investment Advisory Contract Florida 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 .40 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 .40 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 September, 1994. Attest: FEDERATED MANAGEMENT By: Secretary Executive Vice President Attest: FEDERATED MUNICIPAL TRUST By: Assistant Secretary Vice President EX-99.EXHIBIT 7 FMT DISTR EX R -1- Exhibit 6(vi) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit R FEDERATED MUNICIPAL TRUST New York Municipal Cash Trust Cash II 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 the separate Class of Shares thereof, first set forth in this Exhibit. 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the Class. Pursuant to this appointment FSC is authorized to select a group of brokers ("Brokers") to sell shares of the above-listed Class ("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 eleven functions: (1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of up to .25% of the average aggregate net asset value of the Cash II Shares of New York Municipal Cash Trust 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 Class 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 Class of Shares thereof, first set forth in this Exhibit. Witness the due execution hereof this 1st day of March, 1994. Attest: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson Secretary President (SEAL) Attest: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By: /s/ Edward C. Gonzales Secretary President (SEAL) EX-99.EXHIBIT 8 FMT DISTR EX S -1- Exhibit 6(vii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit S FEDERATED MUNICIPAL TRUST New York Municipal Cash Trust Institutional Service 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 the separate Class of Shares thereof, first set forth in this Exhibit. 1. The Trust hereby appoints FSC to engage in activities principally intended to result in the sale of shares of the Class. Pursuant to this appointment FSC is authorized to select a group of brokers ("Brokers") to sell shares of the above-listed Class ("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 eleven functions: (1) account openings: the Broker or Administrator communicates account openings via computer terminals located on the Broker or Administrator's premises; 2) account closings: the Broker or Administrator communicates account closings via computer terminals; 3) enter purchase transactions: purchase transactions are entered through the Broker or Administrator's own personal computer or through the use of a toll-free telephone number; 4) enter redemption transactions: Broker or Administrator enters redemption transactions in the same manner as purchases; 5) account maintenance: Broker or Administrator provides or arranges to provide accounting support for all transactions. Broker or Administrator also wires funds and receives funds for Trust share purchases and redemptions, confirms and reconciles all transactions, reviews the activity in the Trust's accounts, and provides training and supervision of its personnel; 6) interest posting: Broker or Administrator posts and reinvests dividends to the Trust's accounts; 7) prospectus and shareholder reports: Broker or Administrator maintains and distributes current copies of prospectuses and shareholder reports; 8) advertisements: the Broker or Administrator continuously advertises the availability of its services and products; 9) customer lists: the Broker or Administrator continuously provides names of potential customers; 10) design services: the Broker or Administrator continuously designs material to send to customers and develops methods of making such materials accessible to customers; and 11) consultation services: the Broker or Administrator continuously provides information about the product needs of customers. 3. During the term of this Agreement, the Trust will pay FSC for services pursuant to this Agreement, a monthly fee computed at the annual rate of up to .25% of the average aggregate net asset value of the Institutional Service Shares of New York Municipal Cash Trust 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 Class 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 Class of Shares thereof, first set forth in this Exhibit. Witness the due execution hereof this 1st day of June, 1994. Attest: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson Secretary President (SEAL) Attest: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By: /s/ Edward C. Gonzales Secretary President (SEAL) EX-99.EXHIBIT 9 FMT DISTR EX T -1- Exhibit 6(viii) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit T to the Distributor's Contract FEDERATED MUNICIPAL TRUST California Municipal Cash Trust 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 March, 1994. Attest: FEDERATED MUNICIPAL TRUST /s/ John W. McGonigle By: /s/ Glen R. Johnson Secretary President (SEAL) Attest: FEDERATED SECURITIES CORP. /s/ S. Elliott Cohan By: /s/ Edward C. Gonzales Secretary President (SEAL) EX-99.EXHIBIT 10 FMT DISTR EX U Exhibit 6(ix) under Form N-1A Exhibit 1 under Item 601/Reg. S-K Exhibit U to the Distributor's Contract FEDERATED MUNICIPAL TRUST Florida 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 September, 1994. ATTEST: FEDERATED MUNICIPAL TRUST By: Secretary President (SEAL) ATTEST: FEDERATED SECURITIES CORP. By: Secretary Executive Vice President (SEAL) EX-99.EXHIBIT 11 FMT SSP EX C Exhibit 9(xi) under Form N-1A Exhibit 10 under Item 601/Reg. S-K EXHIBIT C to the Plan FEDERATED MUNICIPAL TRUST Florida Municipal Cash Trust This Plan is adopted by FEDERATED MUNICIPAL TRUST with respect to the Shares of the Portfolio of the Trust set forth above. In compensation for the services provided pursuant to this Plan, Providers will be paid a monthly fee computed at the annual rate of .25 of 1% of the average aggregate net asset value of the Shares of Florida Municipal Cash Trust held during the month. Witness the due execution hereof this 1st day of September, 1994. FEDERATED MUNICIPAL TRUST By: President EX-99.EXHIBIT 12 FMT PLAN EX J Exhibit (15)(i)(3) on form N-1A Exhibit (10) under Item 601/Reg. S-K EXHIBIT J to the Plan FEDERATED MUNICIPAL TRUST Florida Municipal Cash Trust This Plan is adopted by FEDERATED MUNICIPAL TRUST with respect to the Shares of the Portfolio of the Trust set forth above. In compensation for the services provided pursuant to this Plan, FSC will be paid a monthly fee computed at the annual rate of .25 of 1% of the average aggregate net asset value of Shares of Florida Municipal Cash Trust held during the month. Witness the due execution hereof this 1st day of September, 1994. FEDERATED MUNICIPAL TRUST By: President -----END PRIVACY-ENHANCED MESSAGE-----