SHORT TERM MUNICIPAL TRUST/
485BPOS, 1994-08-26
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                                   1933 Act File No. 2-72277
                                   1940 Act File No. 811-3181

              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.   26                      X


                            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940         X

   Amendment No.   20                                     X


                  SHORT-TERM MUNICIPAL TRUST
   (formerly, Federated Short-Intermediate 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 August 29, 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 August 15, 1994;
or
    intends to file the Notice required by that Rule on or
   about___________________; or
    during the most recent fiscal year did not sell any
 securities pursuant to Rule 24f-2 under the Investment
 Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need
 not file the Notice.

                          Copies to:

Thomas J. Donnelly, Esquire        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 SHORT-
TERM MUNICIPAL TRUST (formerly, Federated Short-Intermediate
Municipal Trust), which consists of one portfolio:  Short-
Term Municipal Trust, which is offered in two separate
classes of shares, Institutional Shares and Institutional
Service Shares, is comprised of the following:

PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross
Reference)

Item 1.   Cover Page               Cover Page.
Item 2.   Synopsis                 Summary of Fund Expenses.
Item 3.   Condensed Financial
            Information            Financial Highlights;
                                   Performance Information.
Item 4.   General Description of
            Registrant             General Information;
                                   Investment Information;
                                   Investment Objective;
                                   Investment Policies;
                                   Average Maturity;
                                   Municipal Securities;
                                   Investment Risks;
                                   Investment Limitations.
Item 5.   Management of the Fund   Trust Information;
                                   Management of the Trust;
                                   Distribution of
                                   (Institutional or
                                   Institutional Service)
                                   Shares; Distribution
                                   (Institutional Service
                                   Shares only) and
                                   Shareholder Services
                                   Plans; Administration of
                                   the Fund; Expenses of the
                                   Fund and Institutional
                                   Service Shares.
Item 6.   Capital Stock and Other
            Securities             Dividends; Capital Gains;
                                   Shareholder Information;
                                   Voting Rights;
                                   Massachusetts Partnership
                                   Law; Tax Information;
                                   Federal Income Tax;
                                   Pennsylvania Corporate and
                                   Personal Property Taxes;
                                   Other State and Local
                                   Taxes; Other Classes of
                                   Shares.
Item 7.   Purchase of Securities Being
            Offered                Net Asset Value; Investing
                                   in (Institutional or
                                   Institutional Service)
                                   Shares; Share Purchases;
                                   Minimum Investment
                                   Required; What Shares
                                   Cost; Subaccounting
                                   Services; Certificates and
                                   Confirmations.
Item 8.   Redemption or Repurchase Redeeming (Institutional
                                   or Institutional Service)
                                   Shares; Telephone
                                   Redemption; Written
                                   Requests; Accounts With
                                   Low Balances.
Item 9.   Pending Legal Proceedings     None.

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.

Item 10.  Cover Page               Cover Page.
Item 11.  Table of Contents        Table of Contents.
Item 12.  General Information and
          History                  General Information About
                                   the Trust.
Item 13.  Investment Objectives and
          Policies                 Investment Objective and
                                   Policies.
Item 14.  Management of the Fund   Trust Management.
Item 15.  Control Persons and Principal
          Holders of Securities    Not Applicable.
Item 16.  Investment Advisory and Other
          Services                 Investment Advisory
                                   Services; Administrative
                                   Services.
Item 17.  Brokerage Allocation     Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities               Not Applicable.
Item 19.  Purchase, Redemption and
          Pricing of Securities Being
          Offered                  Purchasing Shares;
                                   Distribution Plan
                                   (Institutional Service
                                   Shares only) and
                                   Shareholder Services Plan;
                                   Determining Net Asset
                                   Value; Redeeming Shares.
Item 20.  Tax Status               Tax Status.
Item 21.  Underwriters             Not applicable.
Item 22.  Calculation of Performance
          Data                     Total Return; Yield; Tax-
                                   Equivalent Yield;
                                   Performance Comparisons.
Item 23.  Financial Statements     Filed in Part A.


- --------------------------------------------------------------------------------
    SHORT-TERM MUNICIPAL TRUST
    (FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
     INSTITUTIONAL SHARES
     PROSPECTUS

   
     The   Institutional  Shares  offered  by  this  prospectus  represent
     interests in  a diversified  portfolio  of securities  of  Short-Term
     Municipal  Trust (the "Trust").  The Trust is  an open-end management
     investment company (a mutual fund).
    

   
     The investment objective of the  Trust is to provide dividend  income
     which  is exempt from  federal regular income  tax. The Trust pursues
     this investment objective  by investing in  a portfolio of  municipal
     securities with a dollar-weighted average maturity of less than three
     years.
    

   
     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 BY  THE FEDERAL  DEPOSIT INSURANCE  CORPORATION, THE  FEDERAL
     RESERVE  BOARD, OR ANY  OTHER GOVERNMENT AGENCY.  INVESTMENT IN THESE
     SHARES INVOLVES  INVESTMENT RISKS,  INCLUDING  THE POSSIBLE  LOSS  OF
     PRINCIPAL.
    

   
     This  prospectus contains  the information  you should  read and know
     before you invest  in Institutional  Shares of the  Trust. Keep  this
     prospectus for future reference.
    

   
     The   Trust  has  also  filed  a  Combined  Statement  of  Additional
     Information for Institutional Shares and Institutional Service Shares
     dated August 31, 1994, 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 free of charge by calling 1-800-235-4669. To obtain other
     information or to make inquiries  about the Trust, contact the  Trust
     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 August 31, 1994
    

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

   
<TABLE>
<S>                                      <C>
SUMMARY OF TRUST EXPENSES                        1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS --
  INSTITUTIONAL SHARES                           2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
    Acceptable Investments                       3
    Average Maturity                             4
    Characteristics                              4
    Participation Interests                      4
    Variable Rate Municipal Securities           4
    When-Issued and Delayed Delivery
     Transactions                                5
    Temporary Investments                        5
  Municipal Securities                           5
  Investment Risks                               6
  Investment Limitations                         6

TRUST INFORMATION                                6
- --------------------------------------------------
  Management of the Trust                        6
    Board of Trustees                            6
    Investment Adviser                           6
      Advisory Fees                              7
      Adviser's Background                       7
  Other Payments to Financial
   Institutions                                  7
  Distribution of Institutional Shares           8
  Administration of the Trust                    8
    Administrative Services                      8
    Shareholder Services Plan                    8
    Custodian                                    8
    Transfer Agent and Dividend
     Disbursing Agent                            8
    Legal Counsel                                8
    Independent Public Accountants               8
NET ASSET VALUE                                  9
- --------------------------------------------------
INVESTING IN INSTITUTIONAL SHARES                9
- --------------------------------------------------
  Share Purchases                                9
    By Wire                                      9
    By Mail                                      9
  Minimum Investment Required                    9
  What Shares Cost                              10
  Subaccounting Services                        10
  Certificates and Confirmations                10
  Dividends                                     10
  Capital Gains                                 10

REDEEMING INSTITUTIONAL SHARES                  11
- --------------------------------------------------
  Telephone Redemption                          11
  Written Requests                              11
    Signatures                                  11
    Receiving Payment                           12
  Accounts with Low Balances                    12

SHAREHOLDER INFORMATION                         12
- --------------------------------------------------
  Voting Rights                                 12
  Massachusetts Partnership Law                 12

TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  Pennsylvania Corporate and Personal
   Property Taxes                               14

OTHER STATE AND LOCAL TAXES                     14
- --------------------------------------------------
PERFORMANCE INFORMATION                         14
- --------------------------------------------------
OTHER CLASSES OF SHARES                         15
- --------------------------------------------------
  Financial Highlights --
     Institutional Service Shares               16

FINANCIAL STATEMENTS                            17
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   36
- --------------------------------------------------
        ADDRESSES                Inside Back Cover
- --------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                          ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.27%
12b-1 Fee.........................................................................................       None
Total Other Expenses..............................................................................      0.20%
  Shareholder Services Fee (2).........................................................      0.00%
        Total Institutional Shares Operating Expenses (3).........................................      0.47%
<FN>
(1)   The management fee has been reduced  to reflect the waiver of a portion of
     the management fee. The  adviser can terminate this  waiver at any time  at
     its    sole   discretion.   The   maximum    management   fee   is   0.40%.
(2)  The maximum Shareholder Services Fee is 0.25%.
(3)  The  Total Institutional Shares  Operating Expenses would  have been  0.60%
     absent the waiver of a portion of the management fee.
</TABLE>

    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
TRUST  WILL BEAR, EITHER DIRECTLY OR  INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS
OF THE VARIOUS COSTS AND EXPENSES,  SEE "INVESTING IN INSTITUTIONAL SHARES"  AND
"TRUST  INFORMATION." WIRE-TRANSFERRED  REDEMPTIONS OF  LESS THAN  $5,000 MAY BE
SUBJECT TO ADDITIONAL FEES.

<TABLE>
<CAPTION>
EXAMPLE                                                           1 YEAR     3 YEARS    5 YEARS   10 YEARS
- ---------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>        <C>
You would pay  the following  expenses on  a $1,000  investment
assuming  (1) 5% annual return and (2) redemption at the end of
each time period...............................................     $5         $15        $26        $59
</TABLE>

    THE ABOVE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST  OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The information set forth in the foregoing table and example relates only to
Institutional Shares of the Trust. The Trust also offers another class of shares
called  Institutional  Service  Shares. Institutional  Shares  and Institutional
Service  Shares  are  subject  to   certain  of  the  same  expenses;   however,
Institutional  Service Shares  are subject to  a 12b-1  fee of up  to 0.25%. See
"Other Classes of Shares."

                                       1

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 36.
<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.37   $  10.29   $  10.18   $  10.14   $  10.10
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.40       0.44       0.53       0.60       0.60
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         (0.22)      0.08       0.11       0.04       0.04
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations                                0.18       0.52       0.64       0.64       0.64
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.40)     (0.44)     (0.53)     (0.60)     (0.60)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $  10.15   $  10.37   $  10.29   $  10.18   $  10.14
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN*                                                     1.76%      5.11%      6.40%      6.47%      6.54%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.47%      0.46%      0.46%      0.46%      0.47%
- ------------------------------------------------------------
  Net investment income                                           3.89%      4.21%      5.12%      5.89%      5.94%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $316,810   $318,932   $205,101   $142,493   $139,113
- ------------------------------------------------------------
  Portfolio turnover rate                                           36%        15%        42%        40%        69%
- ------------------------------------------------------------

<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------
                                                                1989       1988       1987       1986       1985
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.19   $  10.24   $  10.31   $  10.22   $  10.05
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.57       0.54       0.51       0.60       0.64
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         (0.09)     (0.05)     (0.07)      0.09       0.17
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations                                0.48       0.49       0.44       0.69       0.81
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.57)     (0.54)     (0.51)     (0.60)     (0.64)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $  10.10   $  10.19   $  10.24   $  10.31   $  10.22
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN*                                                     4.84%      4.89%      4.37%      7.55%      7.68%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.46%      0.47%      0.47%      0.48%      0.47%
- ------------------------------------------------------------
  Net investment income                                           5.59%      5.25%      4.95%      5.80%      6.33%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $178,978   $315,154   $483,279   $341,294   $192,573
- ------------------------------------------------------------
  Portfolio turnover rate                                           55%        63%        57%        16%        32%
- ------------------------------------------------------------
<FN>
* Based on net asset value which  does not reflect the sales load or  contingent
  deferred sales charge, if applicable.
</TABLE>

(See Notes which are an integral part of the Financial Statements)

Further  information about the  Trust's performance is  contained in the Trust's
Annual Report for the  fiscal year ended  June 30, 1994,  which can be  obtained
free of charge.

                                       2

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

   
The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated May 8, 1981. The Declaration of Trust permits the Trust to  offer
separate  series  of shares  of  beneficial interest  representing  interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes.  As of the  date of this  prospectus, the Board of
Trustees (the "Trustees") have established two  classes of shares of the  Trust,
known  as Institutional Shares and Institutional Service Shares. This prospectus
relates only to Institutional Shares ("Shares") of the Trust.
    

   
Shares of  the  Trust  are  sold  primarily  to  accounts  for  which  financial
institutions  act in a fiduciary or agency capacity, or other accounts where the
financial institution maintains master accounts with an aggregate investment  of
at  least $400  million in  certain funds  which are  advised or  distributed by
affiliates of  Federated Investors.  An  investment in  the  Trust serves  as  a
convenient  means  of  accumulating  an interest  in  a  professionally managed,
diversified portfolio of municipal securities.  A minimum initial investment  of
$25,000  over  a 90-day  period is  required. The  Trust may  not be  a suitable
investment for retirement plans since it invests in municipal securities.
    

   
Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Trust.
    

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

INVESTMENT OBJECTIVE

   
The investment objective  of the Trust  is to provide  dividend income which  is
exempt  from federal regular  income tax. Interest  income of the  Trust that is
exempt from  federal  regular  income  tax  retains  its  tax-free  status  when
distributed  to  the Trust's  shareholders. The  Trust  attempts to  achieve its
investment objective  by  investing  at  least  80%  of  its  net  assets  in  a
diversified portfolio of municipal securities or by investing its assets so that
at  least 80% of its income will be tax-exempt. While there is no assurance that
the Trust  will achieve  its investment  objective,  it endeavors  to do  so  by
following  the investment policies described  in this prospectus. The investment
objective, and the above investment  policy, cannot be changed without  approval
of shareholders.
    

INVESTMENT POLICIES

The  investment 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.   The municipal securities  in which  the Trust invests
are:
    

    - debt obligations  issued by  or  on behalf  of  any state,  territory,  or
      possession  of the United  States, including the  District of Columbia, or
      any political subdivision of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

   
the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Trust and/or the investment adviser to the Trust,
exempt from federal regular income tax.
    

                                       3

   
AVERAGE MATURITY.  The dollar-weighted average maturity of the Trust's portfolio
of  municipal  securities  will  be  less  than  three  years.  For  purposes of
determining the dollar-weighted average maturity  of the Trust's portfolio,  the
maturity  of a municipal  security will be  its ultimate maturity,  unless it is
probable  that   the   issuer  of   the   security  will   take   advantage   of
maturity-shortening  devices such as a call, refunding, or redemption provision,
in which case the maturity  date will be the date  on which it is probable  that
the  security will be  called, refunded, or redeemed.  If the municipal security
includes the right to demand payment, the maturity of the security for  purposes
of  determining the Trust's dollar-weighted average  maturity will be the period
remaining until  the  principal amount  of  the  security can  be  recovered  by
exercising the right to demand payment.
    

   
CHARACTERISTICS.  The municipal securities in which the Trust invests are:
    

    - rated within the three highest ratings for municipal securities by Moody's
      Investors Service, Inc. ("Moody's") (Aaa, Aa or A) or by Standard & Poor's
      Corporation ("Standard & Poor's") (AAA, AA, or A);

    - guaranteed  at  the time  of purchase  by  the U.S.  government as  to the
      payment of principal and interest;

   
    - fully collateralized by an escrow  of U.S. government or other  securities
      acceptable to the Trust's adviser;
    

    - rated  at the time of purchase within Moody's highest short-term municipal
      obligation rating  (MIG1/VMIG1) or  Moody's highest  municipal  commercial
      paper rating (P-1) or Standard & Poor's highest municipal commercial paper
      rating (SP-1);

    - unrated  if, at the time of  purchase, longer term municipal securities of
      the issuer are rated A or better by Moody's or Standard & Poor's; or

   
    - determined by the Trust's investment adviser to be equivalent to municipal
      securities which are rated A or better by Moody's or by Standard & Poor's.
    

   
Downgraded securities will be evaluated on a case by case basis by the  adviser.
The  adviser  will determine  whether or  not  the security  continues to  be an
acceptable investment. If not,  the security will be  sold. The prices of  fixed
income  securities fluctuate  inveresely to the  direction of  interest rates. A
description of  the ratings  categories  is contained  in  the Appendix  to  the
Combined Statement of Additional Information.
    

   
PARTICIPATION  INTERESTS.  The  Trust may purchase  participation interests from
financial institutions such as commercial banks, savings and loan  associations,
and  insurance  companies.  These  participation  interests  give  the  Trust an
undivided interest  in municipal  securities.  The financial  institutions  from
which  the Trust purchases participation  interests frequently provide or secure
irrevocable letters of  credit or  guarantees to assure  that the  participation
interests  are of high  quality. The Trustees  will determine that participation
interests meet the prescribed quality standards for the Trust.
    

   
VARIABLE RATE MUNICIPAL SECURITIES.  Some of the municipal securities which  the
Trust  purchases may have  variable interest rates.  Variable interest rates are
ordinarily based on a published interest
    

                                       4

   
rate or interest rate index  or some similar standard,  such as the 91-day  U.S.
Treasury  bill  rate.  Variable rate  municipal  securities will  be  treated as
maturing on the date of the next  scheduled adjustment to the interest rate  for
purposes of determining the dollar-weighted average maturity of the portfolio.
    

   
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Trust may purchase municipal
securities  on a when-issued  or delayed delivery  basis. These transactions are
arrangements in which the Trust  purchases securities with payment and  delivery
scheduled  for  a future  time.  The Trust  engages  in when-issued  and delayed
delivery transactions only  for the  purpose of  acquiring portfolio  securities
consistent   with  the  Trust's  investment  objective  and  policies,  not  for
investment leverage. In when-issued and delayed delivery transactions, the Trust
relies on  the seller  to  complete the  transaction.  The seller's  failure  to
complete the transaction may cause the Trust to miss a price or yield considered
to be advantageous.
    

   
TEMPORARY  INVESTMENTS.   From  time  to time  on  a temporary  basis,  when the
investment adviser  determines  that  market conditions  call  for  a  temporary
defensive  posture,  the Trust  may invest  in short-term  temporary investments
which may or may  not be exempt from  federal income tax. Temporary  investments
include: tax-exempt variable and floating rate demand notes; tax-free commercial
paper; other temporary municipal securities; obligations issued or guaranteed by
the  U.S. government, its agencies  or instrumentalities; other debt securities;
commercial paper; certificates of  deposit of domestic  branches of U.S.  banks;
and  repurchase agreements (arrangements  in which the  organization selling the
Trust a security  agrees at  the time  of sale to  repurchase it  at a  mutually
agreed upon time and price).
    

   
There  are no rating  requirements applicable to  temporary investments with the
exception of temporary municipal securities which are subject to the same rating
requirements as  all other  municipal  securities in  which the  Trust  invests.
However,  the investment  adviser will limit  temporary investments  to those it
considers to  be of  comparable quality  to the  acceptable investments  of  the
Trust.
    

   
Although the Trust is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.
    

MUNICIPAL SECURITIES

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. 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 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

                                       5

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 municipal securities  depend on a variety  of factors, including: the
general conditions  of the  money  market and  the  taxable and  municipal  bond
markets;  the size of the particular  offering; the maturity of the obligations;
and the rating of the issue. The ability of the Trust to achieve its  investment
objective  also depends  on the continuing  ability of the  issuers of municipal
securities and participation  interests, or  the guarantors of  either, to  meet
their obligations for the payment of interest and principal when due.
    

INVESTMENT LIMITATIONS

   
The Trust will not:
    

    - invest  more  than 5%  of its  total  assets in  securities of  one issuer
      (except cash and cash items and U.S. government obligations); or

   
    - borrow money or pledge securities except, under certain circumstances, the
      Trust may borrow  up to one-third  of the  value of its  total assets  and
      pledge up to 10% of the value of those assets to secure such borrowings.
    

The above investment limitations cannot be changed without shareholder approval.
The  following  limitations, however,  can be  changed  by the  Trustees without
shareholder approval. Shareholders will be  notified before any material  change
in these limitations becomes effective.

   
The Trust will not:
    

    - commit more than 15% of its net assets to illiquid obligations;

   
    - invest  more than 10% of its  total assets in municipal securities subject
      to restrictions on resale; or
    

    - invest more than 5% of its total assets in industrial development bonds of
      issuers that  have  a  record  of less  than  three  years  of  continuous
      operations.

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 Trust's business affairs and for exercising all
the Trust's powers  except those  reserved for the  shareholders. The  Executive
Committee  of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

   
INVESTMENT ADVISER.  Investment  decisions for the Trust  are made by  Federated
Management, the Trust's investment adviser (the "Adviser"), subject to direction
by the Trustees. The Adviser
    

                                       6

   
continually  conducts investment research  and supervision for  the Trust and is
responsible for the  purchase or  sale of  portfolio instruments,  for which  it
receives an annual fee from the Trust.
    

   
    ADVISORY  FEES.  The Trust's Adviser  receives an annual investment advisory
    fee equal to .40 of  1% of the Trust's average  daily net assets. Under  the
    investment  advisory  contract, the  Adviser  will reimburse  the  Trust the
    amount, limited to  the amount  of the advisory  fee, by  which the  Trust's
    aggregate  annual operating expenses, including its investment advisory fee,
    but  excluding   interest,  taxes,   brokerage  commissions,   expenses   of
    registering  and qualifying the Trust and its shares under federal and state
    laws and  regulations,  expenses  of withholding  taxes,  and  extraordinary
    expenses,  exceed .45 of 1%  of its average daily  net assets. This does not
    include reimbursement to the Trust of any expenses incurred by  shareholders
    who  use the transfer agent's subaccounting facilities. The Adviser has also
    undertaken to  reimburse  the Trust  for  operating expenses  in  excess  of
    limitations established by certain states.
    

    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.

   
    Jonathan C.  Conley has  been the  Trust's portfolio  manager since  January
    1984.  Mr. Conley  joined Federated  Investors in 1979  and has  been a Vice
    President of the  Trust's investment  adviser since  1982. Mr.  Conley is  a
    Chartered  Financial Analyst  and received  his M.B.A.  in Finance  from the
    University of Virginia.
    

   
OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.__In  addition to periodic payments  to
financial  institutions under  the Shareholder Services  Plan, certain financial
institutions may  be  compensated by  the  adviser  or its  affiliates  for  the
continuing  investment  of customers'  assets  in certain  funds,  including the
Trust, advised by those  entities. These payments will  be made directly by  the
distributor  or adviser from their assets, and  will not be made from the assets
of the Trust or by the assessment of a sales charge on Shares.
    

                                       7

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities  Corp.  is  the  principal  distributor  for  Institutional
Shares.  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.

   
ADMINISTRATION OF THE TRUST
    

   
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 Trust.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net  assets of all funds advised by  subsidiaries
of Federated Investors ("Federated Funds") as specified below:
    

<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             0.15 of 1%             on the first $250 million
            0.125 of 1%             on the next $250 million
             0.10 of 1%             on the next $250 million
            0.075 of 1%             on assets in excess of $750 million
</TABLE>

   
The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per  portfolio  and  $30,000  per  each  additional  class  of  shares.
Federated  Administrative Services may choose voluntarily  to waive a portion of
its fee.
    

   
SHAREHOLDER SERVICES PLAN.   The Trust has adopted  a Shareholder Services  Plan
(the  "Services Plan") under which it may make  payments up to 0.25 of 1% of the
average daily net asset value of Shares to obtain certain personal services  for
shareholders   and  the   maintenance  of   shareholder  accounts  ("shareholder
services"). The Trust  has entered  into a Shareholder  Services Agreement  with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
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 Trust and Federated Shareholder
Services.
    

   
CUSTODIAN.  State Street Bank and  Trust Company ("State Street Bank"),  Boston,
Massachusetts, is custodian for the securities and cash of the Trust.
    

   
TRANSFER  AGENT AND DIVIDEND DISBURSING AGENT.__Federated Services Company, P.O.
Box 8602, Boston, Massachusetts 02266-8602, is transfer agent for the Shares  of
the Trust and dividend disbursing agent for the Trust.
    

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

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

                                       8

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

   
The Trust's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the  interest of the Shares in  the market value of  all
securities and other assets of the Trust, subtracting the interest of the Shares
in  the liabilities of the Trust and  those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Shares may differ from that of Institutional Service Shares due to the  variance
in  daily net  income realized  by each class.  Such variance  will reflect only
accrued net income to which the shareholders of a particular class are entitled.
    

INVESTING IN INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold 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 by mail.

   
To purchase  Shares,  open an  account  by calling  Federated  Securities  Corp.
Information  needed to establish  the account will be  taken over the telephone.
The Trust reserves the right to reject any purchase request.
    

   
BY WIRE.  To purchase Shares by Federal Reserve wire, call the Trust before 4:00
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)  on the  next business  day following the  order. Federal  funds should be
wired as follows: State  Street Bank and  Trust Company, Boston,  Massachusetts;
Attention:  EDGEWIRE; For  Credit to:  Short-Term Municipal Trust--Institutional
Shares; Trust Number (this number  can be found on  the account statement or  by
contacting the Trust); Group Number or Wire Order Number; Nominee or Institution
Name;  and ABA Number 011000028. Shares cannot be purchased on days on which the
New York  Stock Exchange  is closed  and on  federal holidays  restricting  wire
transfers.
    

   
BY  MAIL.  To purchase  Shares by mail, send a  check made payable to Short-Term
Municipal Trust-- Institutional Shares to the Trust's transfer agent,  Federated
Services  Company,  c/o State  Street  Bank and  Trust  Company, P.O.  Box 8602,
Boston, Massachusetts 02266-8602. Orders by  mail are considered received  after
payment  by check is converted by the  transfer agent's bank, State Street Bank,
into federal funds. This  is normally the next  business day after State  Street
Bank receives the check.
    

MINIMUM INVESTMENT REQUIRED

   
The minimum initial investment in Shares is $25,000 plus any non-affiliated bank
or broker's fee, if applicable. However, an account may be opened with a smaller
amount  as long as  the $25,000 minimum  is reached within  90 days. The minimum
investment for an  institutional investor  will be calculated  by combining  all
accounts  it  maintains  with the  Trust.  Accounts established  through  a non-
affiliated bank or broker may be subject to a smaller minimum investment.
    

                                       9

WHAT SHARES COST

   
Shares are sold  at their  net asset  value next  determined after  an order  is
received.  There is no sales charge imposed by the Trust. Investors who purchase
Shares through a  non-affiliated bank  or broker  may be  charged an  additional
service fee by that bank or broker.
    

   
The  net asset value is  determined at 4:00 p.m.  (Eastern time), Monday through
Friday, except on  (i) days on  which there  are not sufficient  changes in  the
value  of the  Trust's portfolio  securities that its  net asset  value might be
materially  affected;  (ii)  days  during  which  no  Shares  are  tendered  for
redemption and no orders to purchase Shares are received; or (iii) the following
holidays:   New  Year's  Day,  Presidents'   Day,  Good  Friday,  Memorial  Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
    

SUBACCOUNTING SERVICES

Institutions are encouraged  to open  single master  accounts. However,  certain
institutions  may  wish  to use  the  transfer agent's  subaccounting  system to
minimize their  internal  recordkeeping  requirements. The  transfer  agent  may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or  pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between  the customer and the 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 Trust, Federated Services  Company maintains a  share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Trust.
    

Detailed  confirmations  of  each  purchase  or  redemption  are  sent  to  each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS

   
Dividends are declared daily and paid monthly. Dividends are declared just prior
to determining  net  asset value.  If  an order  for  Shares is  placed  on  the
preceding  business day, Shares purchased by wire begin earning dividends on the
business day wire payment  is received by  State Street Bank.  If the order  for
Shares  and payment by wire  are received on the  same day, Shares begin earning
dividends on the  next business  day. Shares  purchased by  check begin  earning
dividends  on the business day after the check is converted, upon instruction of
the transfer agent, into federal  funds. Dividends are automatically  reinvested
in additional Shares unless cash payments are requested by contacting the Trust.
    

CAPITAL GAINS

   
Distributions  of net realized long-term capital gains realized by the Trust, if
any, will be made at least annually.
    

                                       10

REDEEMING INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

   
The Trust redeems  Shares at  their net asset  value next  determined after  the
Trust  receives the redemption request. Redemptions may be made on days on which
the Trust computes its net asset value. Redemption requests must be received  in
proper form and can be made by telephone request or by written request.
    

TELEPHONE REDEMPTION

   
Shareholders  may redeem their Shares by  telephoning the Trust before 4:00 p.m.
(Eastern time). The proceeds will normally be wired the following business  day,
but in no event more than seven days, to the shareholder's account at a domestic
commercial  bank that is a member of the  Federal Reserve System. If at any time
the Trust shall  determine it necessary  to terminate or  modify this method  of
redemption, shareholders would be promptly notified.
    

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

In the event of drastic economic or market changes, a shareholder may experience
difficulty  in  redeeming by  telephone. If  such a  case should  occur, another
method of redemption, such as "Written Requests," should be considered.

WRITTEN REQUESTS

   
Shares may also be redeemed by sending a written request to the Trust. Call  the
Trust for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Trust name and class of shares,
his  account  number,  and  the  Share  or  dollar  amount  requested.  If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.
    

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

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

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

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

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

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

                                       11

   
The Trust and its transfer agent have adopted standards for accepting  signature
guarantees  from the above  institutions. The Trust  may elect in  the future to
limit eligible  signature  guarantors to  institutions  that are  members  of  a
signature  guarantee program. The Trust and its transfer agent reserve the right
to amend these standards at any time without notice.
    

RECEIVING PAYMENT.   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.

        
ACCOUNTS WITH LOW BALANCES

   
Due to the high cost  of maintaining accounts with  low balances, the Trust  may
redeem  Shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  a  required  minimum  value  of  $25,000  due  to
shareholder  redemptions.  This  requirement  does not  apply,  however,  if the
balance falls below $25,000 because of  changes in the Trust's net asset  value.
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.
    

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
requirements.

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

VOTING RIGHTS

   
Each  Share of the Trust gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for  vote. All shares of all classes  of
each  portfolio in  the Trust  have equal voting  rights except  that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is  not
required  to  hold annual  shareholder  meetings. Shareholder  approval  will be
sought only for certain changes in the Trust's operation and for the election of
Trustees under certain circumstances. As of August 1, 1994, Marion Merrell  Dow,
Inc., Kansas City, Missouri, owned 63.64% of the Institutional Service Shares of
the  Trust, and therefore,  may for certain  purposes, be deemed  to control the
Class 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  shareholders shall  be  called for  this purpose  by the
Trustees upon  written  request of  shareholders  owning  at least  10%  of  the
outstanding shares of the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

   
Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under  Massachusetts  law for  obligations  of the  Trust.  To  protect
shareholders,  the  Trust  has  filed legal  documents  with  Massachusetts that
expressly  disclaim  the  liability  of  its  shareholders  for  such  acts   or
obligations  of the Trust. These documents  require notice of this disclaimer to
be given in  each agreement,  obligation, or instrument  that the  Trust or  its
Trustees enter into or sign on behalf of the Trust.
    

                                       12

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the Trust is required 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 from its assets.

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

FEDERAL INCOME TAX

   
The Trust will pay no federal income tax because it expects to meet requirements
of  the  Internal Revenue  Code  of 1986,  as  amended, applicable  to regulated
investment companies and to receive the  special tax treatment afforded to  such
companies.
    

   
Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Trust that  represent net  interest on  tax-exempt
municipal  bonds. However,  dividends representing  net interest  earned on some
municipal  bonds  may  be  included   in  calculating  the  federal   individual
alternative minimum tax or the federal alternative minimum tax for corporations.
    

The  alternative minimum tax, equal to up  to 28% of alternative minimum taxable
income for individuals  and 20% for  corporations, applies when  it exceeds  the
regular tax for the taxable year. Alternative minimum taxable income is equal to
the 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.

   
Interest on certain  "private activity" bonds  issued after August  7, 1986,  is
treated  as a tax preference item  for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads,  schools,
libraries,  prisons and other public  facilities, private activity bonds provide
benefits to  private parties.  The Trust  may purchase  all types  of  municipal
bonds,  including private activity  bonds. Thus, while the  Trust has no present
intention of purchasing any private activity bonds, should it purchase any  such
bonds,  a portion of  the Trust's dividends  may be treated  as a tax preference
item.
    

   
In addition, in  the case  of a corporate  shareholder, dividends  of the  Trust
which  represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted  current  earnings"  is  based upon  the  concept  of  a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Trust  dividend, and alternative minimum  taxable income does  not
include  the portion  of the  Trust's dividend  attributable to  municipal bonds
which are not  private activity bonds,  the difference will  be included in  the
calculation of the corporation's alternative minimum tax.
    

   
Dividends of the Trust representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
    

                                       13

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional Shares. Information on the tax status of dividends and  distributions
is provided annually.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

   
In the opinion of Houston, Houston & Donnelly, counsel to the Trust:
    

   
    - the  Trust is not  subject to Pennsylvania  corporate or personal property
      taxes; and
    

   
    - Trust shares  may  be  subject  to  personal  property  taxes  imposed  by
      counties,  municipalities  and  school districts  in  Pennsylvania  to the
      extent that the portfolio securities in the Trust would be subject to such
      taxes if owned directly by residents of those jurisdictions.
    

OTHER STATE AND LOCAL TAXES

Distributions  representing  net  interest  received  on  tax-exempt   municipal
securities  are not  necessarily free  from income taxes  of any  state or local
taxing authority. State laws differ on this issue and shareholders are urged  to
consult their own tax advisers.

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

   
From   time  to  time  the  Trust   advertises  its  total  return,  yield,  and
tax-equivalent yield for Institutional Shares.
    

   
Total return represents  the change,  over a specified  period of  time, in  the
value  of an investment in Shares of  the Trust after reinvesting all income and
capital gain distributions.  It is  calculated by  dividing that  change by  the
initial investment and is expressed as a percentage.
    

   
The  yield of Shares of  the Trust is calculated  by dividing the net investment
income per share (as defined by  the Securities and Exchange Commission)  earned
by Shares over a thirty-day period by the net asset value per share of Shares on
the  last day of  the period. This  number is then  annualized using semi-annual
compounding. The tax-equivalent yield of  Shares is calculated similarly to  the
yield,  but is adjusted to reflect the  taxable yield that Shares would have had
to earn to equal its actual yield,  assuming a specific tax rate. The yield  and
the  tax-equivalent yield do  not necessarily reflect  income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

The Trust is sold without any sales load or other similar non-recurring charges.

Total return, yield, and tax-equivalent yield will be calculated separately  for
Shares  and Institutional  Service Shares. Because  Institutional Service Shares
are subject to a  12b-1 fee, the total  return, yield, and tax-equivalent  yield
for  Shares,  for the  same  period, may  exceed  that of  Institutional Service
Shares.

   
From time  to time,  the Trust  may advertise  the performance  of Shares  using
certain  financial  publications and/or  compare  the performance  of  Shares to
certain indices.
    

                                       14

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

Institutional Service Shares are  sold primarily to  retail and private  banking
customers  of financial institutions.  Institutional Service Shares  are sold at
net asset value and are subject to a minimum initial investment of $25,000.

   
Institutional Service Shares are distributed pursuant to a 12b-1 Plan adopted by
the Trust whereby  the distributor is  paid a  fee of up  to 0.25 of  1% of  the
Institutional Service Shares' average daily net assets.
    

   
Financial   institutions  and  brokers  providing  sales  and/or  administrative
services may receive different compensation depending upon which class of shares
of the Trust is sold.
    

   
The amount  of dividends  payable to  Shares may  exceed that  of  Institutional
Service  Shares by  the difference between  class expenses  and distribution and
shareholder service expenses borne by shares of each respective class.
    

The stated advisory fee is the same for both classes of shares.

                                       15

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Reference is made to the Report of Independent Public Accountants on page 36.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JUNE 30, 1994*
- ----------------------------------------------------------------------  ---------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                    $        10.35
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
 Net investment income                                                            0.31
- ----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                         (0.20)
- ----------------------------------------------------------------------  ---------------
    Total from investment operations                                              0.11
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                           (0.31)
- ----------------------------------------------------------------------  ---------------
NET ASSET VALUE, END OF PERIOD                                          $        10.15
- ----------------------------------------------------------------------  ---------------
TOTAL RETURN**                                                                    1.08%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                        0.72%(a)
- ----------------------------------------------------------------------
  Net investment income                                                           3.65%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                   $31,459
- ----------------------------------------------------------------------
  Portfolio turnover rate                                                       36%
- ----------------------------------------------------------------------
<FN>

 *   Reflects  operations for the  period from August 31,  1993 (date of initial
     public offering) to June 30, 1994.

**   Based on  net  asset  value  which  does not  reflect  the  sales  load  or
     contingent deferred sales charge, if applicable.

(a)  Computed on an annualized basis.
</TABLE>

(See Notes which are an integral part of the Financial Statements)

Further  information about the  Trust's performance is  contained in the Trust's
Annual Report for the  fiscal year ended  June 30, 1994,  which can be  obtained
free of charge.

                                       16

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
PORTFOLIO OF INVESTMENTS
JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--100.1%
- -------------------------------------------------------------------
            ALABAMA--0.3%
            -------------------------------------------------------
$1,000,000  Alabama Water Pollution Control Authority, 5.40%
            Revenue Bonds (Series 1991)/(Revolving Trust Loan
            Program)/ (AMBAC Insured), 8/15/94                          AAA      $ 1,002,410
            -------------------------------------------------------              -----------
            ARIZONA--1.6%
            -------------------------------------------------------
 2,000,000  Pima County, AZ, Unified School District #1, 8.00%
            School Improvement Bonds (FGIC Insured), 7/1/96             AAA        2,133,020
            -------------------------------------------------------
 1,000,000  Salt River, AZ, 3.70% Electric System Revenue Bonds
            (Agricultural Improvement & Power District), 1/1/96          AA          988,920
            -------------------------------------------------------
 2,500,000  Salt River, AZ, 4.00% Power Supply Revenue Bonds
            (Agricultural Improvement & Power District)/(Original
            Issue Yield: 4.05%), 1/1/96                                  Aa        2,485,950
            -------------------------------------------------------              -----------
                Total                                                              5,607,890
            -------------------------------------------------------              -----------
            CALIFORNIA--11.6%
            -------------------------------------------------------
 4,000,000  California State, 10.00% UT GO Bonds, 4/1/98                 A+        4,657,440
            -------------------------------------------------------
 1,250,000  Los Angeles County, CA, Transportation Commission,
            4.30% Sales Tax Revenue Bonds (Series 1992A)/(MBIA
            Insured), 7/1/95                                            Aaa        1,256,212
            -------------------------------------------------------
16,000,000  Los Angeles, CA, Waste Water System, 6.70% Revenue
            Bonds (Series D)/(MBIA Insured)/(Original Issue Yield:
            6.769%)/(Prerefunded), 12/1/2000 (@102)                     AAA       17,682,080
            -------------------------------------------------------
 1,250,000  Orange County, CA, Local Transportation Authority,
            4.15% Sales Tax Revenue Bonds, 2/15/95                       Aa        1,255,700
            -------------------------------------------------------
 8,000,000  Southern California Public Power Authority, 11.25%
            Transmission Project Revenue Bonds (Prerefunded),
            1/1/95 (@103)                                               Aaa        8,548,080
            -------------------------------------------------------
</TABLE>

                                       17

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            CALIFORNIA--CONTINUED
            -------------------------------------------------------
$3,045,000  University of California, 8.00% Refunding Revenue Bonds
            (UCLA Medical Center)/(MBIA Insured), 12/1/97               AAA      $ 3,343,714
            -------------------------------------------------------
 3,310,000  University of California, 8.00% Refunding Revenue Bonds
            (UCLA Medical Center)/(MBIA Insured), 12/1/98               AAA        3,700,580
            -------------------------------------------------------              -----------
                Total                                                             40,443,806
            -------------------------------------------------------              -----------
            COLORADO--1.9%
            -------------------------------------------------------
 1,535,000  City & County of Denver Airport, 10.50% Revenue Bonds
            (Stapleton International Airport)/(Prerefunded),
            12/1/94 (@100)                                              Aaa        1,581,127
            -------------------------------------------------------
 2,995,000  Denver (City & County), CO, 7.625% GO Bonds (Series
            1992C), 8/1/95                                               Aa        3,112,344
            -------------------------------------------------------
 1,900,000  Mesa County, CO, School District #51, 4.90% GO
            Refunding Bonds (Series 1991B)/(AMBAC Insured), 12/1/94     Aaa        1,914,820
            -------------------------------------------------------              -----------
                Total                                                              6,608,291
            -------------------------------------------------------              -----------
            DELAWARE--0.6%
            -------------------------------------------------------
 2,000,000  Delaware, 6.80% UT GO Bonds, 5/1/95                          Aa        2,053,120
            -------------------------------------------------------              -----------
            DISTRICT OF COLUMBIA--0.6%
            -------------------------------------------------------
 1,000,000  District Columbia, 8.00% UT GO Bonds (Prerefunded),
            6/1/96 (@102)                                               AAA        1,084,680
            -------------------------------------------------------
 1,000,000  District of Columbia, 5.50% GO Bonds (FGIC Insured),
            6/1/95                                                      Aaa        1,011,110
            -------------------------------------------------------              -----------
                Total                                                              2,095,790
            -------------------------------------------------------              -----------
            FLORIDA--1.2%
            -------------------------------------------------------
 1,500,000  Florida State Board of Education, 7.80% UT GO Capital
            Outlay Bonds (Prerefunded), 6/1/96 (@102)                   AAA        1,621,560
            -------------------------------------------------------
 1,390,000  Miami Beach, FL, Health Facilities Authority, 4.45%
            Hospital Revenue Reference Bonds (Mount Sinai Medical
            Center)/(Capital Guaranty Insured), 11/15/95                AAA        1,403,789
            -------------------------------------------------------
</TABLE>

                                       18

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            FLORIDA--CONTINUED
            -------------------------------------------------------
$1,000,000  Orlando, FL, Utilities Commission, 7.75% Water &
            Electric Revenue Bonds, 10/1/94                              Aa      $ 1,011,480
            -------------------------------------------------------              -----------
                Total                                                              4,036,829
            -------------------------------------------------------              -----------
            GEORGIA--0.5%
            -------------------------------------------------------
 1,820,000  Gwinnett County, GA, School District, 4.90% GO School
            Bonds (Series A), 2/1/95                                     Aa        1,834,487
            -------------------------------------------------------              -----------
            HAWAII--3.3%
            -------------------------------------------------------
 5,000,000  Hawaii State, 7.10% GO Bonds (Prerefunded), 6/1/98
            (@101-1/2)                                                  Aaa        5,434,750
            -------------------------------------------------------
 6,000,000  Honolulu, City & County, HI, 4.20% OID UT GO Bonds
            (Original Issue Yield: 4.30%), 10/1/97                       AA        5,918,940
            -------------------------------------------------------              -----------
                Total                                                             11,353,690
            -------------------------------------------------------              -----------
            ILLINOIS--4.7%
            -------------------------------------------------------
 1,750,000  Du Page, IL, Water Commission, 5.90% Refunding Revenue
            Bonds, 5/1/96                                               AA-        1,791,965
            -------------------------------------------------------
 2,000,000  Illinois State Toll Highway Authority, 7.375% Revenue
            Bonds (Prerefunded), 1/1/96 (@102)                          AAA        2,127,900
            -------------------------------------------------------
 5,500,000  Illinois State Toll Highway Road Authority, 7.10%
            Revenue Bonds (Prerefunded), 1/1/96 (@102)                   A-        5,830,770
            -------------------------------------------------------
 6,500,000  Illinois State, 4.50% GO Bonds (Series 1993), 8/1/96         AA        6,498,440
            -------------------------------------------------------              -----------
                Total                                                             16,249,075
            -------------------------------------------------------              -----------
            IOWA--0.6%
            -------------------------------------------------------
 1,095,000  Sioux City, IA, 4.15% Hospital Revenue Refunding Bonds
            (Series 1993O)/(Sisters of Mercy Health Corp.), 8/15/96      A-        1,080,294
            -------------------------------------------------------
 1,140,000  Sioux City, IA, 4.15% Hospital Revenue Refunding Bonds
            (Sisters of Mercy Health Corp.), 8/15/97                     A         1,119,651
            -------------------------------------------------------              -----------
                Total                                                              2,199,945
            -------------------------------------------------------              -----------
</TABLE>

                                       19

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            KENTUCKY--0.3%
            -------------------------------------------------------
$1,000,000  Kentucky State Turnpike Authority, 7.875%
            (Prerefunded), 7/1/96 (@102)                                AAA      $ 1,084,650
            -------------------------------------------------------              -----------
            MAINE--0.5%
            -------------------------------------------------------
 1,805,000  Maine, 7.875% Full Faith and Credit Bonds (Highway
            Purpose), 7/1/94                                            Aa1        1,805,000
            -------------------------------------------------------              -----------
            MARYLAND--1.8%
            -------------------------------------------------------
 1,500,000  Charles County, MD, 7.00% UT GO Refunding and Public
            Improvement Bonds (AMBAC Insured), 1/15/95                  Aaa        1,528,695
            -------------------------------------------------------
 2,055,000  University of Maryland System Auxiliary, 4.75% Facility
            & Tuition Revenue Bonds (Series A), 2/1/95                   Aa        2,069,714
            -------------------------------------------------------
 2,650,000  Washington, MD, Suburban Sanitary District, 7.20% UT GO
            Bonds, 6/1/95                                               Aa1        2,728,705
            -------------------------------------------------------              -----------
                Total                                                              6,327,114
            -------------------------------------------------------              -----------
            MASSACHUSETTS--1.4%
            -------------------------------------------------------
 4,500,000  Massachusetts State, 7.25% UT GO Bonds, 6/1/96               A         4,746,060
            -------------------------------------------------------              -----------
            MICHIGAN--3.3%
            -------------------------------------------------------
 5,000,000  Detroit, MI, City School District, 5.30% Refunding
            Bonds (Q-SBLF Guaranty), 5/1/99                             AA-        5,025,000
            -------------------------------------------------------
 2,120,000  Michigan State Hospital Finance Authority, 4.00%
            Hospital Revenue Refunding Bonds (Series
            1993P)/(Sisters of Mercy Health Corp.), 8/15/96              A-        2,084,342
            -------------------------------------------------------
 4,345,000  Michigan State Hospital Finance Authority, 4.00%
            Revenue Refunding Bonds (Series 1993P)/(Sisters of
            Mercy Health Corp.) (MBIA Insured), 8/15/97                 Aaa        4,235,810
            -------------------------------------------------------              -----------
                Total                                                             11,345,152
            -------------------------------------------------------              -----------
            MINNESOTA--3.1%
            -------------------------------------------------------
 2,000,000  Southern Minnesota Municipal Power Agency, 9.125% Power
            Supply Revenue Bonds (Prerefunded), 1/1/96 (@102)           Aaa        2,178,340
            -------------------------------------------------------
</TABLE>

                                       20

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            MINNESOTA--CONTINUED
            -------------------------------------------------------
$1,915,000  Washington County, MN, Housing Redevelopment Authority,
            3.85% Refunding Revenue Bonds, 2/1/96                       AA-      $ 1,892,920
            -------------------------------------------------------
 3,410,000  Western Minnesota Municipal Power Agency, 7.00% Revenue
            Bonds (Series A)/(Original Issue Yield: 7.062%),
            1/1/2013, Callable 1/1/97 (@102)                             A-        3,597,448
            -------------------------------------------------------
 3,000,000  Western Minnesota Municipal Power Agency, 9.50% Power
            Supply Revenue Bonds (Prerefunded), 1/1/96 (@102)           Aaa        3,283,740
            -------------------------------------------------------              -----------
                Total                                                             10,952,448
            -------------------------------------------------------              -----------
            MISSOURI--1.7%
            -------------------------------------------------------
 2,310,000  Kansas City, MO, 5.65% Sewer Revenue Bonds, 3/1/95           Aa        2,341,069
            -------------------------------------------------------
 1,580,000  Kansas City, MO, School District, 5.70% Missouri
            Building Corp. Refunding Leasehold Revenue Bonds
            (Series 1991A)/ (FGIC Insured), 2/1/95                      Aaa        1,598,454
            -------------------------------------------------------
 2,000,000  Missouri State HEFA, 4.10% Revenue Bonds (Series
            1992B)/ (Health Midwest)/(MBIA Insured), 2/15/95            Aaa        2,002,980
            -------------------------------------------------------              -----------
                Total                                                              5,942,503
            -------------------------------------------------------              -----------
            NEBRASKA--1.0%
            -------------------------------------------------------
 1,250,000  Omaha, NE, 3.80% Electric System Revenue Bonds (Series
            B)/(Public Power District), 2/1/96                           Aa        1,238,025
            -------------------------------------------------------
 1,400,000  Omaha, NE, 3.90% Electric System Revenue Bonds (Series
            A)/(Public Power District), 2/1/96                           Aa        1,389,332
            -------------------------------------------------------
 1,000,000  Omaha, NE, 4.70% Electric System Revenue Bonds (Series
            A)/(Public Power District), 2/1/95                           Aa        1,009,870
            -------------------------------------------------------              -----------
                Total                                                              3,637,227
            -------------------------------------------------------              -----------
            NEVADA--0.6%
            -------------------------------------------------------
 2,000,000  Clark County, NV, School District, 7.10% LT GO Bonds
            (Series A), 3/1/97                                           A+        2,111,720
            -------------------------------------------------------              -----------
</TABLE>

                                       21

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            NEW HAMPSHIRE--1.0%
            -------------------------------------------------------
$3,310,000  New Hampshire, 4.20% Capital Improvement Refunding GO
            Bonds (Series 1992), 9/1/95                                  Aa      $ 3,330,886
            -------------------------------------------------------              -----------
            NEW JERSEY--2.4%
            -------------------------------------------------------
 8,000,000  New Jersey State, 6.50% Refunding GO Bonds (Series C),
            1/15/2002                                                   AA+        8,443,280
            -------------------------------------------------------              -----------
            NEW MEXICO--7.7%
            -------------------------------------------------------
 2,250,000  Albuquerque, NM, 4.00% Joint Water and Sewer System
            Refunding and Improvement Revenue Bonds (Series
            1994A)/(Original Issue Yield: 4.10%), 7/1/99                 AA        2,121,030
            -------------------------------------------------------
 5,375,000  Albuquerque, NM, 4.10% Joint Water and Sewer System
            Refunding and Improvement Revenue Bonds (Series
            1994A)/(Original Issue Yield: 4.25%), 7/1/2000               AA        4,999,879
            -------------------------------------------------------
 8,650,000  Albuquerque, NM, 4.60% UT GO Bonds (Series A), 7/1/98        AA        8,569,036
            -------------------------------------------------------
 4,000,000  Albuquerque, NM, 5.20% General Purpose GO Bonds (Series
            1992A), 7/1/94                                               AA        4,000,000
            -------------------------------------------------------
 2,865,000  Bernalillo County, NM, 6.25% GO Special Tax Bonds,
            8/1/95                                                       Aa        2,938,545
            -------------------------------------------------------
 4,250,000  New Mexico, 5.00% Severance Tax Refunding Bonds (Series
            1991A), 7/1/94                                               AA        4,250,000
            -------------------------------------------------------              -----------
                Total                                                             26,878,490
            -------------------------------------------------------              -----------
            NEW YORK--8.4%
            -------------------------------------------------------
 4,600,000  New York City, NY, 10.25% GO Bonds (Series C)/
            (Prerefunded), 3/15/96 (@103)                               Aaa        4,954,292
            -------------------------------------------------------
 4,735,000  New York City, NY, Municipal Water Finance Authority,
            6.50% Water & Sewer System Revenue Bonds (Series C),
            6/15/97                                                      A-        4,781,261
            -------------------------------------------------------
   680,000  New York City, NY, Municipal Water Finance Authority,
            6.50% Water & Sewer System Revenue Bonds (Series C)/
            (Prerefunded), 6/15/97                                       A           722,310
            -------------------------------------------------------
</TABLE>

                                       22

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            NEW YORK--CONTINUED
            -------------------------------------------------------
$5,000,000  New York City, NY, Municipal Water Finance Authority,
            7.20% Water and Sewer System Revenue Bonds (Series A),
            6/15/99                                                      A-      $ 5,484,500
            -------------------------------------------------------
 3,500,000  New York State Thruway Authority, 3.80% Emergency
            Highway Construction & Reconstruction Bonds (FGIC
            Insured), 3/1/96                                            AAA        3,469,690
            -------------------------------------------------------
 9,540,000  New York State, 5.75% UT GO Bonds, 9/15/99                   A-        9,850,432
            -------------------------------------------------------              -----------
                Total                                                             29,262,485
            -------------------------------------------------------              -----------
            NORTH CAROLINA--3.1%
            -------------------------------------------------------
 1,500,000  Charlotte-Mecklenberg, NC, Hospital Authority, 4.65%
            Health Care System Revenue Bonds, 1/1/95                     Aa        1,502,865
            -------------------------------------------------------
 6,000,000  Mecklenberg County, NC, 5.00% UT GO Refunding Bonds
            (Series 1992), 3/1/95                                       Aaa        6,061,080
            -------------------------------------------------------
 3,000,000  North Carolina Eastern Municipal Power Authority,
            10.00% Revenue Bonds (Prerefunded), 1/1/95 (@103)           Aaa        3,186,180
            -------------------------------------------------------              -----------
                Total                                                             10,750,125
            -------------------------------------------------------              -----------
            OHIO--3.0%
            -------------------------------------------------------
 3,300,000  Columbus, OH, 7.70% UT GO Bonds (Prerefunded), 5/1/96
            (@102)                                                      AAA        3,556,872
            -------------------------------------------------------
 4,000,000  Ohio State Public Facilities Authority, 4.25% Higher
            Education Capital Facilities Revenue Bonds (Series
            11-A)/ (AMBAC Insured), 12/1/97                             AAA        3,931,240
            -------------------------------------------------------
 2,815,000  Ohio State, Water Development Authority, PCA, 7.25%
            Revenue Bonds (Phillip Morris), Callable 12/1/97 (@103)      A         3,026,181
            -------------------------------------------------------              -----------
                Total                                                             10,514,293
            -------------------------------------------------------              -----------
            OREGON--1.2%
            -------------------------------------------------------
 2,000,000  Oregon State Department of Transportation, 5.375%
            Regional Light Rail Extension Revenue Bonds (Series
            1994)/(MBIA Insured), 6/1/99                                AAA        2,029,640
            -------------------------------------------------------
</TABLE>

                                       23

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            OREGON--CONTINUED
            -------------------------------------------------------
$2,000,000  Oregon State Department of Transportation, 5.50%
            Regional Light Rail Extension Revenue Bonds (MBIA
            Insured), 6/1/2000                                          AAA      $ 2,037,780
            -------------------------------------------------------              -----------
                Total                                                              4,067,420
            -------------------------------------------------------              -----------
            PENNSYLVANIA--7.8%
            -------------------------------------------------------
 5,840,000  Commonwealth of Pennsylvania, 3.80% GO Bonds, 4/15/96       AA-        5,776,986
            -------------------------------------------------------
 8,000,000  Commonwealth of Pennsylvania, 4.75% GO Bonds, 6/15/98       AA-        7,974,160
            -------------------------------------------------------
 1,155,000  Dauphin County, PA, General Authority, 4.35% Revenue
            Bonds (Series A)/(West Penn Hospital)/(MBIA Insured),
            7/1/95                                                      Aaa        1,160,059
            -------------------------------------------------------
 1,175,000  Dauphin County, PA, General Authority, 4.35% Revenue
            Bonds (Series B)/(West Penn Hospital)/(MBIA Insured),
            7/1/95                                                      Aaa        1,180,146
            -------------------------------------------------------
 7,000,000  Pennsylvania Intergovernmental Cooperation Authority,
            5.75% Special Tax Revenue Bonds (City of Philadelphia)/
            (FGIC Insured)/(Original Issue Yield: 5.85%), 6/15/99       AAA        7,224,700
            -------------------------------------------------------
 3,690,000  Pittsburgh, PA, 4.10% GO Bonds (AMBAC Insured), 9/1/95      Aaa        3,700,258
            -------------------------------------------------------              -----------
                Total                                                             27,016,309
            -------------------------------------------------------              -----------
            SOUTH CAROLINA--3.4%
            -------------------------------------------------------
 5,500,000  Piedmont Municipal Electric Agency, SC, 10.25% Power
            Supply Revenue Bonds (Prerefunded), 1/1/95 (@102)           Aaa        5,848,150
            -------------------------------------------------------
 2,000,000  Piedmont Municipal Power Agency, SC, 7.00% Refunding
            Revenue Bonds (Series A)/(AMBAC Insured), 1/1/2019,
            Callable 1/1/98                                             AAA        2,110,000
            -------------------------------------------------------
 2,300,000  South Carolina, 7.00% UT GO Capital Improvement Bonds,
            3/1/95                                                      Aaa        2,353,268
            -------------------------------------------------------
</TABLE>

                                       24

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            SOUTH CAROLINA--CONTINUED
            -------------------------------------------------------
$1,500,000  South Carolina, 7.60% GO Bonds (Series U), 2/1/95           Aaa      $ 1,535,565
            -------------------------------------------------------              -----------
                Total                                                             11,846,983
            -------------------------------------------------------              -----------
            TENNESSEE--1.2%
            -------------------------------------------------------
 1,000,000  Nashville & Davidson, TN, Metropolitan Government,
            9.375% Revenue Bonds (Prerefunded), 1/1/95 (@102)           Aaa        1,049,190
            -------------------------------------------------------
 3,000,000  Tennessee, 6.75% GO Bonds (Series 1992A), 7/1/95            AA+        3,087,750
            -------------------------------------------------------              -----------
                Total                                                              4,136,940
            -------------------------------------------------------              -----------
            TEXAS--5.5%
            -------------------------------------------------------
 1,000,000  Arlington, TX, 6.70% Waterworks & Sewer Refunding
            Revenue Bonds (Series A)/(AMBAC Insured), 6/1/96            AAA        1,038,480
            -------------------------------------------------------
 1,290,000  Houston, TX, ISD, 4.00% LT GO School House Bonds,
            8/15/95                                                     Aaa        1,292,477
            -------------------------------------------------------
 7,000,000  Northside, TX, ISD, 4.10% UT GO Bonds, 2/1/96               Aaa        6,970,530
            -------------------------------------------------------
 5,000,000  San Antonio, TX, Electric & Gas System, 4.00% Revenue
            Bonds, 2/1/95                                                Aa        5,014,250
            -------------------------------------------------------
 2,425,000  Texas State Public Property Finance Corp., 4.30%
            Refunding Revenue Bonds (Series 1993)/(Mental Health
            and Mental Retardation Center), 9/1/97                      AAA        2,395,197
            -------------------------------------------------------
 2,500,000  Texas Water Development Board, 4.35% Senior Lien
            Revenue Bonds (Series 1992), 7/15/95                         AA        2,508,025
            -------------------------------------------------------              -----------
                Total                                                             19,218,959
            -------------------------------------------------------              -----------
            UTAH--3.4%
            -------------------------------------------------------
 8,000,000  Granite City School District, UT, Board of Education,
            4.00% GO Refunding Bonds (Series 1992), 6/1/95               Aa        8,011,200
            -------------------------------------------------------
 1,800,000  Intermountain Power Agency, UT, 3.70% Power Supply
            Revenue Bonds (Series 1993C), 7/1/96                         AA        1,771,686
            -------------------------------------------------------
</TABLE>

                                       25

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            UTAH--CONTINUED
            -------------------------------------------------------
$2,000,000  Intermountain Power Agency, UT, 8.75% Power Supply
            Revenue Bonds (Prerefunded), 7/1/95 (@102)                  Aaa      $ 2,135,020
            -------------------------------------------------------              -----------
                Total                                                             11,917,906
            -------------------------------------------------------              -----------
            VERMONT--0.7%
            -------------------------------------------------------
 2,500,000  Vermont, 7.50% GO Bonds (Series A), 2/1/95                   Aa        2,557,400
            -------------------------------------------------------              -----------
            VIRGINIA--2.2%
            -------------------------------------------------------
 7,500,000  Fairfax County, VA, 8.25% Public Improvement Bonds
            (Series 1992A), 4/1/95                                      Aaa        7,764,000
            -------------------------------------------------------              -----------
            WASHINGTON--6.0%
            -------------------------------------------------------
 1,445,000  Seattle, WA, 4.75% Various Purpose LT GO Bonds, 3/1/95      Aa1        1,456,011
            -------------------------------------------------------
 4,865,000  Seattle, WA, 9.70% Municipal Light and Power Revenue
            Bonds (Prerefunded), 9/1/95 (@102)                          Aaa        5,268,163
            -------------------------------------------------------
 3,000,000  Washington State, 5.00% Various Purpose GO Bonds
            (Series 1994B), 5/1/98                                       AA        3,017,460
            -------------------------------------------------------
 7,425,000  Washington State, 5.00% Various Purpose GO Bonds
            (Series 1994B), 5/1/99                                       AA        7,414,976
            -------------------------------------------------------
 1,000,000  Washington, 6.90% UT GO Bonds, 6/1/95                        Aa        1,027,250
            -------------------------------------------------------
 1,500,000  Washington, 4.50% Various Purpose GO Refunding Bonds
            (Series 1992A), 2/1/95 (@106)                                Aa        1,508,580
            -------------------------------------------------------
 1,000,000  Washington, 6.80% Various Purpose GO Bonds, 4/1/95           Aa        1,023,290
            -------------------------------------------------------              -----------
                Total                                                             20,715,730
            -------------------------------------------------------              -----------
            WISCONSIN--2.5%
            -------------------------------------------------------
 2,535,000  Milwaukee, WI, 8.80% UT GO Metropolitan Sewer District
            Bonds, 5/1/95                                                Aa        2,639,594
            -------------------------------------------------------
 1,970,000  Milwaukee, WI, 6.00% UT GO Public Improvement Bonds
            (Series CA), 6/15/95                                         Aa        2,007,371
            -------------------------------------------------------
 3,000,000  Wisconsin State, 6.40% GO Bonds (Series A), 5/1/99           AA        3,170,580
            -------------------------------------------------------
</TABLE>

                                       26

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            WISCONSIN--CONTINUED
            -------------------------------------------------------
$1,000,000  Wisconsin, 6.40% UT GO Bonds (Series A), 5/1/95              Aa      $ 1,022,790
            -------------------------------------------------------              -----------
                Total                                                              8,840,335
            -------------------------------------------------------              -----------
              TOTAL SHORT-INTERMEDIATE MUNICIPAL SECURITIES
              (IDENTIFIED COST $351,869,499)                                     348,698,748
            -------------------------------------------------------              -----------
SHORT-TERM MUNICIPAL SECURITIES--0.9%
- -------------------------------------------------------------------
            PUERTO RICO--0.3%
            -------------------------------------------------------
 1,050,000  Government Development Bank of Puerto Rico Weekly VRDNs
            (Credit Suisse and Sumitomo Bank Ltd. LOCS)                 A-1+       1,050,000
            -------------------------------------------------------              -----------
            TENNESSEE--0.6%
            -------------------------------------------------------
 2,000,000  Chattanooga-Hamilton County, TN, Hospital Authority
            Daily VRDNs (Erlanger Medical Center Guaranty)              A-1+       2,000,000
            -------------------------------------------------------              -----------
              TOTAL SHORT-TERM MUNICIPAL SECURITIES (AT AMORTIZED
              COST)                                                                3,050,000
            -------------------------------------------------------              -----------
              TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST
              $354,919,499) (NOTE 2A)                                            $351,748,748+
            -------------------------------------------------------              -----------
<FN>

   *   Please refer to  the Appendix of the  Statement of Additional Information
      for an  explanation of  the  credit ratings.  Current credit  ratings  are
      unaudited.

   +   The cost of investments for federal tax purposes amounts to $354,919,499.
      The net unrealized depreciation of investments on a federal tax cost basis
      amounts to $3,170,751,  which is  comprised of  $841,220 appreciation  and
      $4,011,971 depreciation at June 30, 1994.

Note:   The  categories of investments  is shown  as a percentage  of net assets
       ($348,269,731) at June 30, 1994.
</TABLE>

                                       27

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
FGIC       --Financial Guaranty Insurance Company
GO         --General Obligation
HEFA       --Health and Education Facilities Authority
ISD        --Independent School District
LOCS       --Letters of Credit
LT         --Limited Tax
MBIA       --Municipal Bond Investors Assurance
OID        --Original Issue Discount
PCA        --Pollution Control Authority
Q-SBLF     --Qualified State Bond Loan Trust
UT         --Utah/Unlimited Tax
VA         --Virginia/Veterans Administration
VRDNs      --Variable Rate Demand Notes
</TABLE>

(See Notes which are an integral part of the Financial Statements)

                                       28

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (Note 2A) (identified and tax cost
$354,919,499)                                                                      $351,748,748
- --------------------------------------------------------------------------------
Cash                                                                                    254,481
- --------------------------------------------------------------------------------
Interest receivable                                                                   6,191,253
- --------------------------------------------------------------------------------
Receivable for Trust shares sold                                                        154,981
- --------------------------------------------------------------------------------   ------------
    Total assets                                                                    358,349,463
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                      <C>           <C>
Payable for investments purchased                                        $8,025,289
- ----------------------------------------------------------------------
Payable for Trust shares redeemed                                         1,165,592
- ----------------------------------------------------------------------
Dividends payable (Note 2B)                                                 833,068
- ----------------------------------------------------------------------
Accrued expenses                                                             55,783
- ----------------------------------------------------------------------   ----------
</TABLE>

<TABLE>
<S>                                                                                <C>
    Total liabilities                                                                10,079,732
- --------------------------------------------------------------------------------   ------------
NET ASSETS for 34,316,807 shares of beneficial interest outstanding                $348,269,731
- --------------------------------------------------------------------------------   ------------
NET ASSETS CONSIST OF: (NOTE 2E)
- --------------------------------------------------------------------------------
Paid-in-Capital                                                                    $358,299,966
- --------------------------------------------------------------------------------
Unrealized depreciation of investments                                               (3,170,751)
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (6,859,484)
- --------------------------------------------------------------------------------   ------------
    Total Net Assets                                                               $348,269,731
- --------------------------------------------------------------------------------   ------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
- --------------------------------------------------------------------------------
Institutional Shares (net assets of $316,810,333 DIVIDED BY 31,216,957 shares of
beneficial interest outstanding)                                                   $      10.15
- --------------------------------------------------------------------------------   ------------
Institutional Service Shares (net assets of $31,459,398 DIVIDED BY 3,099,850
shares of beneficial interest outstanding)                                         $      10.15
- --------------------------------------------------------------------------------   ------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)

                                       29

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                            <C>         <C>           <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest income (Note 2B)                                                                $15,437,877
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                           $1,414,365
- -----------------------------------------------------------------------
Trustees' Fees                                                                 12,409
- -----------------------------------------------------------------------
Administrative personnel and services fees (Note 4)                           346,714
- -----------------------------------------------------------------------
Custodian and portfolio accounting fees                                       164,292
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)              26,023
- -----------------------------------------------------------------------
Shareholder services fee (Note 4)                                              27,051
- -----------------------------------------------------------------------
Trust share registration fees                                                  78,919
- -----------------------------------------------------------------------
Distribution services fee (Note 4)                                             38,361
- -----------------------------------------------------------------------
Auditing fees                                                                  17,863
- -----------------------------------------------------------------------
Legal fees                                                                     15,239
- -----------------------------------------------------------------------
Printing and postage                                                           31,383
- -----------------------------------------------------------------------
Insurance premiums                                                              9,889
- -----------------------------------------------------------------------
Taxes                                                                           2,473
- -----------------------------------------------------------------------
Miscellaneous                                                                   5,059
- -----------------------------------------------------------------------    ----------
    Total expenses                                                          2,190,040
- -----------------------------------------------------------------------
Deduct--
- ------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                   $452,665
- ------------------------------------------------------------
  Waiver of distribution services fee (Note 4)                   27,051       479,716
- ------------------------------------------------------------   --------    ----------
    Net expenses                                                                           1,710,324
- -------------------------------------------------------------------------------------    -----------
      Net investment income                                                               13,727,553
- -------------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions (identified cost basis)                 (253,551)
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                       (7,720,690)
- -------------------------------------------------------------------------------------    -----------
  Net realized and unrealized loss on investments                                         (7,974,241)
- -------------------------------------------------------------------------------------    -----------
      Change in net assets resulting from operations                                     $ 5,753,312
- -------------------------------------------------------------------------------------    -----------
<FN>
(See Notes which are an integral part of the Financial Statements)
</TABLE>

                                       30

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                                              ------------------------------
                                                                                  1994             1993
- ---------------------------------------------------------------------------   -------------    -------------
<S>                                                                           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------

<CAPTION>
OPERATIONS--
- ---------------------------------------------------------------------------
<S>                                                                           <C>              <C>
Net investment income                                                         $  13,727,553    $  10,622,845
- ---------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($0 and $62,121 net
loss, respectively, as computed for federal income tax purposes) (Note 2C)         (253,551)          19,108
- ---------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                  (7,720,690)       1,638,701
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from operations                                  5,753,312       12,280,654
- ---------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income
- ---------------------------------------------------------------------------
  Institutional Shares                                                          (13,167,119)     (10,622,845)
- ---------------------------------------------------------------------------
  Institutional Service Shares                                                     (560,434)        --
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets from distributions to shareholders                     (13,727,553)     (10,622,845)
- ---------------------------------------------------------------------------   -------------    -------------
TRUST SHARE (PRINCIPAL) TRANSACTION (NOTE 3)--
- ---------------------------------------------------------------------------
Proceeds from sale of shares                                                    259,790,293      238,425,313
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends
declared                                                                          3,549,886        1,899,201
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                        (226,027,733)    (128,151,579)
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from Trust share transactions                   37,312,446      112,172,935
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets                                                         29,338,205      113,830,744
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                             318,931,526      205,100,782
- ---------------------------------------------------------------------------   -------------    -------------
End of period                                                                 $ 348,269,731    $ 318,931,526
- ---------------------------------------------------------------------------   -------------    -------------
<FN>

(See Notes which are an integral part of the Financial Statements)
</TABLE>

                                       31

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Short-Term  Municipal  Trust (the  "Trust") is  registered under  the Investment
Company Act of 1940, as amended (the "Act"), as a diversified, no load, open-end
management investment company.

The Trust provides two classes of shares, Institutional Shares and Institutional
Service Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following  is  a summary  of  significant accounting  policies  consistently
followed  by the  Trust in  the preparation  of its  financial statements. These
policies are in conformity with generally accepted accounting principles.

A.  INVESTMENT VALUATIONS--Municipal bonds are valued by an independent  pricing
    service  taking into consideration yield,  liquidity, risk, credit, quality,
    coupon, maturity, type  of issue, and  any other factors  or market data  it
    deems  relevant  in  determining valuations  for  normal  institutional size
    trading units of debt securities.  The independent pricing service does  not
    rely  exclusively  on quoted  prices.  Short-term securities  with remaining
    maturities of sixty  days or  less may be  stated at  amortized cost,  which
    approximates value.

B.  INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

C.  FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders   each  year  substantially  all   of  its  tax-exempt  income.
    Accordingly, no provisions for federal tax are necessary. At June 30,  1994,
    the  Trust, for  federal tax  purposes, had  a capital  loss carryforward of
    $6,605,611, which will reduce the Trust's taxable income arising from future
    net realized gain  on investments, if  any, to the  extent permitted by  the
    Code,  and thus will reduce the  amount of the distributions to shareholders
    which would otherwise be necessary to relieve the Trust of any liability for
    federal tax.  Pursuant to  the  Code, such  capital loss  carryforward  will
    expire  in  1995 ($1,449,467),  1996  ($2,255,334), 1997  ($1,097,445), 1998
    ($1,729,378), 1999 ($11,866) and  2001 ($62,121). Additionally, net  capital
    losses  of  $253,551 attributable  to  security transactions  incurred after
    October 31, 1993 are treated  as arising on July 1,  1994, the first day  of
    the Trust's next taxable year.

D.  WHEN-ISSUED  AND  DELAYED  DELIVERY TRANSACTIONS--The  Trust  may  engage in
    when-issued or delayed delivery transactions. The Trust records  when-issued
    securities  on the  trade date  and maintains  security positions  such that
    sufficient   liquid   assets   will    be   available   to   make    payment

                                       32

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------
    for  the  securities purchased.  Securities  purchased on  a  when-issued or
    delayed delivery basis are marked to market daily and begin earning interest
    on the settlement date.

E.  RECLASSIFICATION--During the year  ended June  30, 1994,  the Trust  adopted
    Statement   of  Position  93-2,  DETERMINATION,  DISCLOSURE,  AND  FINANCIAL
    STATEMENT PRESENTATION  OF  INCOME,  CAPITAL GAIN,  AND  RETURN  OF  CAPITAL
    DISTRIBUTIONS  BY INVESTMENT COMPANIES. Accordingly,  permanent book and tax
    differences  have   been   reclassified  to   paid-in-capital.   The   Trust
    reclassified  $417,890 from accumulated net realized loss to paid-in-capital
    in accordance with SOP 93-2. Net investment income, net realized gains,  and
    net assets were not affected by this change.

F.  OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The  Declaration of Trust permits  the Trustees to issue  an unlimited number of
full and fractional shares of beneficial  interest (without par value) for  each
class of shares. Transactions in Trust shares were as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                                    -------------------------------------------------------------
                                                                1994                            1993
                                                    -----------------------------   -----------------------------
INSTITUTIONAL SHARES                                   SHARES         DOLLARS          SHARES         DOLLARS
- --------------------------------------------------  ------------   --------------   ------------   --------------
<S>                                                 <C>            <C>              <C>            <C>
Shares sold                                           20,791,128   $  215,505,746     23,007,231   $  238,425,313
- --------------------------------------------------
Shares issued to shareholders in payment of
dividends declared                                       292,960        3,013,260        183,329        1,899,201
- --------------------------------------------------
Shares redeemed                                      (20,620,412)    (213,148,873)   (12,367,267)    (128,151,579)
- --------------------------------------------------  ------------   --------------   ------------   --------------
  Net change resulting from Institutional Share
   transactions                                          463,676   $    5,370,133     10,823,293   $  112,172,935
- --------------------------------------------------  ------------   --------------   ------------   --------------
</TABLE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED JUNE 30, 1994*
                                                    --------------------------
INSTITUTIONAL SERVICE SHARES                          SHARES        DOLLARS
- --------------------------------------------------  -----------   ------------
<S>                                                 <C>           <C>
Shares sold                                           4,299,696   $ 44,284,547
- --------------------------------------------------
Shares issued to shareholders in payment of
dividends declared                                       52,512        536,626
- --------------------------------------------------
Shares redeemed                                      (1,252,358)   (12,878,860)
- --------------------------------------------------  -----------   ------------
  Net change resulting from Institutional Service
   Share transactions                                 3,099,850     31,942,313
- --------------------------------------------------  -----------   ------------
    Total net change resulting from Trust Share
     transactions                                     3,563,526   $ 37,312,446
- --------------------------------------------------  -----------   ------------
<FN>
*  For the period from August 31, 1993 (date of initial public offering) to June
  30, 1994.
</TABLE>

                                       33

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY  FEE--Federated  Management,  the   Trust's  investment  adviser   (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.40  of 1% of the  Trust's average daily net assets.  The Adviser will waive, to
the extent  of its  advisory  fee, the  amount, if  any,  by which  the  Trust's
aggregate  annual  operating  expenses  (excluding  interest,  taxes,  brokerage
commissions, expenses of  registering and  qualifying the Trust  and its  shares
under federal and state laws and regulations, expenses of withholding taxes, and
extraordinary  expenses) exceeded .45 of  1% of average daily  net assets of the
Trust.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
administrative personnel and services.  Prior to March  1, 1994, these  services
were provided at approximate cost. Effective March 1, 1994, the FAS fee is based
on  the level  of average  aggregate daily  net assets  of all  funds advised by
subsidiaries of  Federated  Investors for  the  period. The  administrative  fee
received  during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per each additional class of shares.

DISTRIBUTION AND SHAREHOLDER SERVICES FEE--The Trust has adopted a  Distribution
Plan  (the "Plan") pursuant to Rule 12b-1 under  the Act. Under the terms of the
Plan,  the  Trust  will  compensate  Federated  Securities  Corp.  ("FSC"),  the
principal  distributor, from the  net assets of the  Trust to finance activities
intended to result in the sale of the Trust's Institutional Service Shares.  The
Plan  provides that the Trust may incur distribution expenses up to .25 of 1% of
the  average  daily  net  assets  of  the  Institutional  Shares,  annually,  to
compensate FSC.

Under  the terms of a Shareholder  Services Agreement with Federated Shareholder
Services ("FSS"), the Trust will pay FSS up  to .25 of 1% of average net  assets
for  the Trust for the  period. This fee is  to obtain certain personal services
for shareholders and  the maintenance  of shareholder accounts.  For the  period
ended  June 30, 1994,  Institutional Service Shares did  not incur a shareholder
services fee.

INTERFUND TRANSACTIONS--During the year ended  June 30, 1994, the Trust  engaged
in  purchase and sale transactions with  other affiliated funds pursuant to Rule
17a-7 amounting to $119,950,000 and $114,596,919, respectively. These  purchases
and  sales  were conducted  on  an arms  length  basis and  transacted  for cash
consideration only, at independent current  market prices and without  brokerage
commissions, fees or other remuneration.

Certain  Officers  and  Trustees of  the  Trust  are Officers  and  Directors or
Trustees of the above companies.

                                       34

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
fiscal year ended June 30, 1994, were as follows:

<TABLE>
<S>                                                 <C>
PURCHASES                                           $181,622,840
- --------------------------------------------------  ------------
SALES                                               $125,798,481
- --------------------------------------------------  ------------
</TABLE>

                                       35

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- -------------------------------------------------------------

To the Shareholders and Board of Trustees of
SHORT-TERM MUNICIPAL TRUST:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Short-Term Municipal  Trust  (a  Massachusetts business  trust),  including  the
schedule  of  portfolio of  investments  as of  June  30, 1994  and  the related
statement of operations for the year then ended, the statement of changes in net
assets for each of  the two years  in the period then  ended, and the  financial
highlights  (see  pages 2  and 16  of the  prospectus) for  each of  the periods
presented.  These  financial  statements   and  financial  highlights  are   the
responsibility  of the Trust's  management. Our responsibility  is to express an
opinion on  these financial  statements and  financial highlights  based on  our
audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our procedures included confirmation of securities owned as of  June
30,  1994,  by correspondence  with  the custodian  and  brokers. An  audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Short-Term Municipal Trust as  of June 30, 1994,  the results of its  operations
for the year then ended, the changes in its net assets for each of the two years
in  the period then ended, and the  financial highlights for each of the periods
presented in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
August 1, 1994

                                       36

ADDRESSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                              <C>
              Short-Term Municipal Trust                         Federated Investors Tower
              Institutional Shares                               Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Distributor
              Federated Securities Corp.                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Investment Adviser
              Federated Management                               Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Custodian
              State Street Bank and                              P.O. Box 8602
              Trust Company                                      Boston, Massachusetts 02266-8602
- -------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, D.C. 20037
- -------------------------------------------------------------------------------------------
Independent Public Accountants
              Arthur Andersen & Co.                              2100 One PPG Place
                                                                 Pittsburgh, Pennsylvania 15222
</TABLE>
    

- --------------------------------------------------------------------------------
                              SHORT-TERM
                              MUNICIPAL TRUST
                              (FORMERLY, FEDERATED SHORT-
                                        INTERMEDIATE MUNICIPAL TRUST)
                                        INSTITUTIONAL SHARES

                                            PROSPECTUS

                                            A NO-LOAD, OPEN-END, DIVERSIFIED,
                                            MANAGEMENT INVESTMENT COMPANY

   
                                            AUGUST 31, 1994
    

   [LOGO]

     Distributor

     A subsidiary of FEDERATED INVESTORS

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PA 15222-3779
       [LOGO]
                            RECYCLED
                                 PAPER
   
          825253107
     8072507A-IS (8/94)
    



- --------------------------------------------------------------------------------
    SHORT-TERM MUNICIPAL TRUST
    (FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
     INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

   
     The Institutional Service Shares offered by this prospectus represent
     interests  in  a diversified  portfolio  of securities  of Short-Term
     Municipal Trust (the  "Trust"). The Trust  is an open-end  management
     investment company (a mutual fund).
    

   
     The  investment objective of the Trust  is to provide dividend income
     which is exempt from  federal regular income  tax. The Trust  pursues
     this  investment objective by  investing in a  portfolio of municipal
     securities with a dollar-weighted average maturity of less than three
     years.
    

   
     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  BY THE  FEDERAL DEPOSIT  INSURANCE CORPORATION,  THE FEDERAL
     RESERVE BOARD, OR  ANY OTHER GOVERNMENT  AGENCY. INVESTMENT IN  THESE
     SHARES  INVOLVES  INVESTMENT RISKS,  INCLUDING  THE POSSIBLE  LOSS OF
     PRINCIPAL.
    

   
     This prospectus contains  the information  you should  read and  know
     before  you invest in Institutional Service Shares of the Trust. Keep
     this prospectus for future reference.
    

   
     The  Trust  has  also  filed  a  Combined  Statement  of   Additional
     Information for Institutional Shares and Institutional Service Shares
     dated  August 31, 1994, 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 free of charge by calling 1-800-235-4669. To obtain other
     information  or to make inquiries about  the Trust, contact the Trust
     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 August 31, 1994
    

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

   
<TABLE>
<S>                                      <C>
SUMMARY OF TRUST EXPENSES                        1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                 2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
    Acceptable Investments                       3
    Average Maturity                             3
    Characteristics                              4
    Participation Interests                      4
    Variable Rate Municipal Securities           4
    When-Issued and Delayed Delivery
     Transactions                                5
    Temporary Investments                        5
  Municipal Securities                           5
  Investment Risks                               6
  Investment Limitations                         6
TRUST INFORMATION                                6
- --------------------------------------------------
  Management of the Trust                        6
    Board of Trustees                            6
    Investment Adviser                           6
    Advisory Fees                                7
    Adviser's Background                         7
    Other Payments to Financial
     Institutions                                7
  Distribution of Institutional Service
   Shares                                        7
    Distribution and Shareholder
     Services Plans                              8
  Administration of the Trust                    8
    Administrative Services                      8
    Custodian                                    9
    Transfer Agent and Dividend
     Disbursing Agent                            9
    Legal Counsel                                9
    Independent Public Accountants               9
  Expenses of the Trust and
   Institutional Service Shares                  9

NET ASSET VALUE                                 10
- --------------------------------------------------
INVESTING IN INSTITUTIONAL SERVICE
  SHARES                                        10
- --------------------------------------------------
  Share Purchases                               10
    By Wire                                     10
    By Mail                                     10
  Minimum Investment Required                   10
  What Shares Cost                              11
  Subaccounting Services                        11
  Certificates and Confirmations                11
  Dividends                                     11
  Capital Gains                                 11

REDEEMING INSTITUTIONAL SERVICE SHARES          12
- --------------------------------------------------
  Telephone Redemption                          12
  Written Requests                              12
    Signatures                                  12
    Receiving Payment                           13
  Accounts with Low Balances                    13

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

TAX INFORMATION                                 14
- --------------------------------------------------
  Federal Income Tax                            14
  Pennsylvania Corporate and Personal
   Property Taxes                               15
  Other State and Local Taxes                   15

PERFORMANCE INFORMATION                         15
- --------------------------------------------------
OTHER CLASSES OF SHARES                         16
- --------------------------------------------------
  Financial Highlights--Institutional
   Shares                                       17

FINANCIAL STATEMENTS                            18
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   37
- --------------------------------------------------
ADDRESSES                        Inside Back Cover
- --------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                   INSTITUTIONAL SERVICE SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                      ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.27%
12b-1 Fee (after waiver)(2).......................................................................      0.00%
Total Other Expenses..............................................................................      0.45%
  Shareholder Services Fee.............................................................      0.25%
        Total Institutional Service Shares Operating Expenses (3).................................      0.72%
<FN>
(1)   The management fee has been reduced  to reflect the waiver of a portion of
     the management fee. The  adviser can terminate this  waiver at any time  at
     its    sole   discretion.   The   maximum    management   fee   is   0.40%.
(2)  The maximum 12b-1 Fee is 0.25%.
(3)  The  Total Institutional  Service Shares  Operating Expenses  in the  table
     above are based on expenses expected during the fiscal year ending June 30,
     1995.  The Total Institutional Service Shares Operating Expenses were 0.72%
     for the fiscal year ended June 30,  1994, and were 1.03% absent the  waiver
     of a portion of the management fee and a portion of the 12b-1 fee.
</TABLE>

    Long-term  shareholders may  pay more  than the  economic equivalent  of the
maximum front-end  sales  charge  permitted  under the  rules  of  the  National
Association of Securities Dealers, Inc.

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

<TABLE>
<CAPTION>
EXAMPLE                                                           1 YEAR     3 YEARS    5 YEARS   10 YEARS
- ---------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>        <C>
You  would pay  the following  expenses on  a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end  of
each time period...............................................     $7         $23        $40        $89
</TABLE>

    THE  ABOVE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Trust.  The Trust also offers another  class
of   shares  called  Institutional  Shares.  Institutional  Service  Shares  and
Institutional Shares  are subject  to  certain of  the same  expenses;  however,
Institutional  Shares are  not subject  to a  12b-1 fee.  See "Other  Classes of
Shares."

                                       1

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Reference is made to the Report of Independent Public Accountants on page 37.

<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                        JUNE 30, 1994*
- ----------------------------------------------------------------------  --------------
<S>                                                                     <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                      $10.35
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.31
- ----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                   (0.20)
- ----------------------------------------------------------------------  --------------
    Total from investment operations                                        0.11
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.31)
- ----------------------------------------------------------------------  --------------
NET ASSET VALUE, END OF PERIOD                                            $10.15
- ----------------------------------------------------------------------  --------------
TOTAL RETURN**                                                              1.08%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.72%(a)
- ----------------------------------------------------------------------
  Net investment income                                                     3.65%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $31,459
- ----------------------------------------------------------------------
  Portfolio turnover rate                                                 36%
- ----------------------------------------------------------------------
<FN>

 *   Reflects operations for the  period from August 31,  1993 (date of  initial
     public offering) to June 30, 1994.

**   Based  on  net  asset  value  which does  not  reflect  the  sales  load or
     contingent deferred sales charge, if applicable.

(a)  Computed on an annualized basis.
</TABLE>

(See Notes which are an integral part of the Financial Statements)

Further information about the  Trust's performance is  contained in the  Trust's
Annual  Report for the  fiscal year ended  June 30, 1994,  which can be obtained
free of charge.

                                       2

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

   
The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated May 8, 1981. The Declaration of Trust permits the Trust to offer
separate series  of  shares of  beneficial  interest representing  interests  in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes.  As of the  date of this  prospectus, the Board  of
Trustees  (the "Trustees") have established two  classes of shares of the Trust,
known as Institutional Service Shares and Institutional Shares. This  prospectus
relates only to Institutional Service Shares ("Shares") of the Trust.
    

   
Shares  of the Trust are sold primarily  to retail and private banking customers
of financial institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio of municipal securities. A minimum
initial investment of $25,000  over a 90-day period  is required. The Trust  may
not  be a suitable investment for retirement plans since it invests in municipal
securities.
    

   
Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Trust.
    

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

INVESTMENT OBJECTIVE

   
The investment objective  of the Trust  is to provide  dividend income which  is
exempt  from federal regular  income tax. Interest  income of the  Trust that is
exempt from  federal  regular  income  tax  retains  its  tax-free  status  when
distributed  to  the Trust's  shareholders. The  Trust  attempts to  achieve its
investment objective  by  investing  at  least  80%  of  its  net  assets  in  a
diversified portfolio of municipal securities or by investing its assets so that
at  least 80% of its income will be tax-exempt. While there is no assurance that
the Trust  will achieve  its investment  objective,  it endeavors  to do  so  by
following  the investment policies described  in this prospectus. The investment
objective, and the above investment  policy, cannot be changed without  approval
of shareholders.
    

INVESTMENT POLICIES

The  investment 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.   The municipal securities  in which  the Trust invests
are:
    

    - debt obligations  issued by  or  on behalf  of  any state,  territory,  or
      possession  of the United  States, including the  District of Columbia, or
      any political subdivision of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

   
the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Trust and/or the investment adviser to the Trust,
exempt from federal regular income tax.
    

   
AVERAGE MATURITY.  The dollar-weighted average maturity of the Trust's portfolio
of  municipal  securities  will  be  less  than  three  years.  For  purposes of
determining the dollar-weighted average maturity  of the Trust's portfolio,  the
maturity   of   a   municipal   security   will   be   its   ultimate  maturity,
    

                                       3

   
unless it is probable  that the issuer  of the security  will take advantage  of
maturity-shortening  devices such as a call, refunding, or redemption provision,
in which case the maturity  date will be the date  on which it is probable  that
the  security will be  called, refunded, or redeemed.  If the municipal security
includes the right to demand payment, the maturity of the security for  purposes
of  determining the Trust's dollar-weighted average  maturity will be the period
remaining until  the  principal amount  of  the  security can  be  recovered  by
exercising the right to demand payment.
    

   
CHARACTERISTICS.  The municipal securities in which the Trust invests are:
    

    - rated within the three highest ratings for municipal securities by Moody's
      Investors Service, Inc. ("Moody's") (Aaa, Aa or A) or by Standard & Poor's
      Corporation ("Standard & Poor's") (AAA, AA, or A);

    - guaranteed  at  the time  of purchase  by  the U.S.  government as  to the
      payment of principal and interest;

   
    - fully collateralized by an escrow  of U.S. government or other  securities
      acceptable to the Trust's adviser;
    

    - rated  at the time of purchase within Moody's highest short-term municipal
      obligation rating  (MIG1/VMIG1) or  Moody's highest  municipal  commercial
      paper rating (P-1) or Standard & Poor's highest municipal commercial paper
      rating (SP-1);

    - unrated  if, at the time of  purchase, longer term municipal securities of
      the issuer are rated A or better by Moody's or Standard & Poor's; or

   
    - determined by the Trust's investment adviser to be equivalent to municipal
      securities which are rated A or better by Moody's or by Standard & Poor's.
    

   
Downgraded securities will be evaluated on a case by case basis by the  adviser.
The  adviser  will determine  whether or  not  the security  continues to  be an
acceptable investment. If not,  the security will be  sold. The prices of  fixed
income  securities fluctuate  inversely to  the direction  of interest  rates. A
description of  the ratings  categories  is contained  in  the Appendix  to  the
Combined Statement of Additional Information.
    

   
PARTICIPATION  INTERESTS.  The  Trust may purchase  participation interests from
financial institutions such as commercial banks, savings and loan  associations,
and  insurance  companies.  These  participation  interests  give  the  Trust an
undivided interest  in municipal  securities.  The financial  institutions  from
which  the Trust purchases participation  interests frequently provide or secure
irrevocable letters of  credit or  guarantees to assure  that the  participation
interests  are of high  quality. The Trustees  will determine that participation
interests meet the prescribed quality standards for the Trust.
    

   
VARIABLE RATE MUNICIPAL SECURITIES.  Some of the municipal securities which  the
Trust  purchases may have  variable interest rates.  Variable interest rates are
ordinarily based on  a published interest  rate or interest  rate index or  some
similar  standard, such  as the  91-day U.S.  Treasury bill  rate. Variable rate
municipal securities  will  be treated  as  maturing on  the  date of  the  next
scheduled  adjustment  to  the interest  rate  for purposes  of  determining the
dollar-weighted average maturity of the portfolio.
    

                                       4

   
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Trust may purchase municipal
securities on a when-issued  or delayed delivery  basis. These transactions  are
arrangements  in which the Trust purchases  securities with payment and delivery
scheduled for  a future  time.  The Trust  engages  in when-issued  and  delayed
delivery  transactions only  for the  purpose of  acquiring portfolio securities
consistent  with  the  Trust's  investment  objective  and  policies,  not   for
investment leverage. In when-issued and delayed delivery transactions, the Trust
relies  on  the seller  to  complete the  transaction.  The seller's  failure to
complete the transaction may cause the Trust to miss a price or yield considered
to be advantageous.
    

   
TEMPORARY INVESTMENTS.    From time  to  time on  a  temporary basis,  when  the
investment  adviser  determines  that  market conditions  call  for  a temporary
defensive posture,  the Trust  may invest  in short-term  temporary  investments
which  may or may not  be exempt from federal  income tax. Temporary investments
include: tax-exempt variable and floating rate demand notes; tax-free commercial
paper; other temporary municipal securities; obligations issued or guaranteed by
the U.S. government, its agencies  or instrumentalities; other debt  securities;
commercial  paper; certificates of  deposit of domestic  branches of U.S. banks;
and repurchase agreements  (arrangements in which  the organization selling  the
Trust  a security  agrees at  the time of  sale to  repurchase it  at a mutually
agreed upon time and price).
    

   
There are no rating  requirements applicable to  temporary investments with  the
exception of temporary municipal securities which are subject to the same rating
requirements  as  all other  municipal securities  in  which the  Trust invests.
However, the investment  adviser will  limit temporary investments  to those  it
considers  to  be of  comparable quality  to the  acceptable investments  of the
Trust.
    

   
Although the Trust is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.
    

MUNICIPAL SECURITIES

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. 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 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.

                                       5

INVESTMENT RISKS

   
Yields on municipal securities  depend on a variety  of factors, including:  the
general  conditions  of the  money  market and  the  taxable and  municipal bond
markets; the size of the particular  offering; the maturity of the  obligations;
and  the rating of the issue. The ability of the Trust to achieve its investment
objective also depends  on the continuing  ability of the  issuers of  municipal
securities  and participation  interests, or the  guarantors of  either, to meet
their obligations for the payment of interest and principal when due.
    

INVESTMENT LIMITATIONS

   
The Trust will not:
    

    - invest more  than 5%  of its  total  assets in  securities of  one  issuer
      (except cash and cash items and U.S. government obligations); or

   
    - borrow money or pledge securities except, under certain circumstances, the
      Trust  may borrow  up to one-third  of the  value of its  total assets and
      pledge up to 10% of the value of those assets to secure such borrowings.
    

The above investment limitations cannot be changed without shareholder approval.
The following  limitations, however,  can  be changed  by the  Trustees  without
shareholder  approval. Shareholders will be  notified before any material change
in these limitations becomes effective.

   
The Trust will not:
    

    - commit more than 15% of its net assets to illiquid obligations;

   
    - invest more than 10% of its  total assets in municipal securities  subject
      to restrictions on resale; or
    

    - invest more than 5% of its total assets in industrial development bonds of
      issuers  that  have  a  record  of less  than  three  years  of continuous
      operations.

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 Trust's business affairs and for exercising all
the  Trust's powers  except those reserved  for the  shareholders. The Executive
Committee of the Board of Trustees handles the Board's responsibilities  between
meetings of the Board.

   
INVESTMENT  ADVISER.  Investment  decisions for the Trust  are made by Federated
Management, the Trust's investment adviser (the "Adviser"), subject to direction
by the  Trustees.  The  Adviser continually  conducts  investment  research  and
supervision  for  the Trust  and  is responsible  for  the purchase  or  sale of
portfolio instruments, for which it receives an annual fee from the Trust.
    

                                       6

   
ADVISORY FEES.  The Trust's Adviser  receives an annual investment advisory  fee
equal to .40 of 1% of the Trust's average daily net assets. Under the investment
advisory  contract, the Adviser will reimburse  the Trust the amount, limited to
the amount of the advisory fee, by which the Trust's aggregate annual  operating
expenses,  including its investment advisory fee, but excluding interest, taxes,
brokerage commissions, expenses of registering and qualifying the Trust and  its
shares  under federal  and state laws  and regulations,  expenses of withholding
taxes, and extraordinary  expenses, exceed .45  of 1% of  its average daily  net
assets.  This  does  not include  reimbursement  to  the Trust  of  any expenses
incurred by shareholders who use the transfer agent's subaccounting  facilities.
The Adviser has also undertaken to reimburse the Trust for operating expenses in
excess of limitations established by certain states.
    

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.

   
Jonathan C. Conley has  been the Trust's portfolio  manager since January  1984.
Mr.  Conley joined Federated Investors in 1979  and has been a Vice President of
the Trust's investment adviser since 1982.  Mr. Conley is a Chartered  Financial
Analyst and received his M.B.A. in Finance from the University of Virginia.
    

   
OTHER  PAYMENTS TO FINANCIAL INSTITUTIONS.__In  addition to periodic payments to
financial institutions under  the Distribution and  Shareholder Services  Plans,
certain  financial  institutions  may  be  compensated  by  the  adviser  or its
affiliates for the continuing investment of customers' assets in certain  funds,
including  the Trust,  advised by  those entities.  These payments  will be made
directly by the distributor or adviser from  their assets, and will not be  made
from the assets of the Trust or by the assessment of a sales charge on Shares.
    

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated  Securities  Corp.  is  the  principal  distributor  for Institutional
Service Shares. 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.

                                       7

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

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

In  addition, the Trust  has adopted a Shareholder  Services Plan (the "Services
Plan") under which it may  make payments up to 0.25  of 1% of the average  daily
net  asset  value  of  the  Shares  to  obtain  certain  personal  services  for
shareholders  and  the   maintenance  of   shareholder  accounts   ("shareholder
services").  The Trust  has entered into  a Shareholder  Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
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 fees will be paid
will  be determined  from time  to time by  the Trust  and Federated Shareholder
Services.
    

The Glass-Steagall Act prohibits a depository institution (such as a  commercial
bank  or 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 capacities described above or should
Congress relax current  restrictions on depository  institutions, Trustees  will
consider appropriate changes in the 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 laws.

The distributor  may,  from time  to  time and  for  such periods  as  it  deems
appropriate, voluntarily reduce its compensation under the Plans.

ADMINISTRATION OF THE TRUST

   
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 Trust.
Federated   Administrative    Services    provides   these    at    an    annual

                                       8

rate  which  relates to  the average  aggregate  daily net  assets of  all funds
advised by subsidiaries of Federated Investors ("Federated Funds") as  specified
below:
    

   
<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             0.15 of 1%             on the first $250 million
            0.125 of 1%             on the next $250 million
             0.10 of 1%             on the next $250 million
            0.075 of 1%             on assets in excess of $750 million
</TABLE>
    

   
The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per  portfolio  and  $30,000  per  each  additional  class  of  shares.
Federated  Administrative Services may choose voluntarily  to waive a portion of
its fee.
    

   
CUSTODIAN.  State Street Bank and  Trust Company ("State Street Bank"),  Boston,
Massachusetts, is custodian for the securities and cash of the Trust.
    

   
TRANSFER  AGENT AND DIVIDEND DISBURSING AGENT.__Federated Services Company, P.O.
Box 8602, Boston, Massachusetts 02266-8602, is transfer agent for the Shares  of
the Trust and dividend disbursing agent for the Trust.
    

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

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

EXPENSES OF THE TRUST AND INSTITUTIONAL SERVICE SHARES

Holders of Shares pay their allocable portion of Trust expenses.

   
The Trust  expenses for  which holders  of Shares  pay their  allocable  portion
include, but are not limited to: the cost of organizing the Trust and continuing
its   existence;  registering  the  Trust  with  federal  and  state  securities
authorities; Trustees' fees; auditors' fees;  the cost of meetings of  Trustees;
legal fees of the Trust; association membership dues; and such non-recurring and
extraordinary items as may arise.
    

       

   
At  present, the only expenses  allocated to the Shares  as a class are expenses
under the Trust's Distribution Plan. However, the Trustees reserve the right  to
allocate  certain other expenses  to holders of 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  Shares; printing  and postage  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  registration  fees  paid  to  state  securities
commissions; expenses  related  to  administrative  personnel  and  services  as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.
    

                                       9

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

   
The Trust's net asset value per Share fluctuates. The net asset value for Shares
is  determined by adding the  interest of the Shares in  the market value of all
securities and other assets of the Trust, subtracting the interest of the Shares
in the liabilities of the Trust  and those attributable to Shares, and  dividing
the remainder by the total number of Shares outstanding. The net asset value for
Shares may differ from that of Institutional Shares due to the variance in daily
net  income realized by each class. Such  variance will reflect only accrued net
income to which the shareholders of a particular class are entitled.
    

INVESTING IN INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold 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 by mail.

   
To purchase  Shares,  open an  account  by calling  Federated  Securities  Corp.
Information  needed to establish  the account will be  taken over the telephone.
The Trust reserves the right to reject any purchase request.
    

   
BY WIRE.  To purchase Shares by Federal Reserve wire, call the Trust before 4:00
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)  on the  next business  day following the  order. Federal  funds should be
wired as follows: State  Street Bank and  Trust Company, Boston,  Massachusetts;
Attention:  EDGEWIRE; For  Credit to:  Short-Term Municipal Trust--Institutional
Service Shares; Trust Number (this number can be found on the account  statement
or  by contacting  the Trust);  Group Number  or Wire  Order Number;  Nominee or
Institution Name; and ABA Number 011000028.  Shares cannot be purchased on  days
on  which  the  New  York  Stock Exchange  is  closed  and  on  federal holidays
restricting wire transfers.
    

   
BY MAIL.  To purchase  Shares by mail, send a  check made payable to  Short-Term
Municipal  Trust-- Institutional Service  Shares to the  Trust's transfer agent,
Federated Services Company, c/o  State Street Bank and  Trust Company, P.O.  Box
8602,  Boston, Massachusetts 02266-8602. Orders  by mail are considered received
after payment by check is converted  by the transfer agent's bank, State  Street
Bank,  into federal funds.  This is normally  the next business  day after State
Street Bank receives the check.
    

MINIMUM INVESTMENT REQUIRED

   
The minimum initial investment in Shares is $25,000 plus any non-affiliated bank
or broker's fee, if applicable. However, an account may be opened with a smaller
amount as long as  the $25,000 minimum  is reached within  90 days. The  minimum
investment  for an  institutional investor will  be calculated  by combining all
accounts it  maintains  with the  Trust.  Accounts established  through  a  non-
affiliated bank or broker may be subject to a smaller minimum investment.
    

                                       10

WHAT SHARES COST

   
Shares  are sold  at their  net asset  value next  determined after  an order is
received. There is no sales charge imposed by the Trust. Investors who  purchase
Shares  through a  non-affiliated bank  or broker  may be  charged an additional
service fee by that bank or broker.
    

The net asset value  is determined at 4:00  p.m. (Eastern time), Monday  through
Friday,  except on  (i) days on  which there  are not sufficient  changes in the
value of the  Trust's portfolio  securities that its  net asset  value might  be
materially  affected;  (ii)  days  during  which  no  Shares  are  tendered  for
redemption and no orders to purchase Shares are received; or (iii) the following
holidays:  New  Year's  Day,  Presidents'   Day,  Good  Friday,  Memorial   Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

SUBACCOUNTING SERVICES

Institutions  are encouraged  to open  single master  accounts. However, certain
institutions may  wish  to use  the  transfer agent's  subaccounting  system  to
minimize  their  internal  recordkeeping requirements.  The  transfer  agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust  or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read  together with any agreement between  the customer and the 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 Trust, Federated Services  Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Trust.
    

Detailed  confirmations  of  each  purchase  or  redemption  are  sent  to  each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS

   
Dividends are declared daily and paid monthly. Dividends are declared just prior
to  determining  net  asset value.  If  an order  for  Shares is  placed  on the
preceding business day, Shares purchased by wire begin earning dividends on  the
business  day wire payment  is received by  State Street Bank.  If the order for
Shares and payment by wire  are received on the  same day, Shares begin  earning
dividends  on the  next business  day. Shares  purchased by  check begin earning
dividends on the business day after the check is converted, upon instruction  of
the  transfer agent, into federal  funds. Dividends are automatically reinvested
in additional Shares unless cash payments are requested by contacting the Trust.
    

CAPITAL GAINS

   
Distributions of net realized long-term capital gains realized by the Trust,  if
any, will be made at least annually.
    

                                       11

REDEEMING INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

   
The  Trust redeems  Shares at  their net asset  value next  determined after the
Trust receives the redemption request. Redemptions may be made on days on  which
the  Trust computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.
    

TELEPHONE REDEMPTION

   
Shareholders may redeem their Shares by  telephoning the Trust before 4:00  p.m.
(Eastern  time). The proceeds will normally be wired the following business day,
but in no event more than seven days, to the shareholder's account at a domestic
commercial bank that is a member of  the Federal Reserve System. If at any  time
the  Trust shall determine  it necessary to  terminate or modify  this method of
redemption, shareholders would be promptly notified.
    

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

In the event of drastic economic or market changes, a shareholder may experience
difficulty in  redeeming by  telephone. If  such a  case should  occur,  another
method of redemption, such as "Written Requests," should be considered.

WRITTEN REQUESTS

   
Shares  may also be redeemed by sending a written request to the Trust. Call the
Trust for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Trust name and class of shares,
his account  number,  and  the  share  or  dollar  amount  requested.  If  Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.
    

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

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

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

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

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

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

                                       12

   
The  Trust and its transfer agent have adopted standards for accepting signature
guarantees from the  above institutions. The  Trust may elect  in the future  to
limit  eligible  signature  guarantors to  institutions  that are  members  of a
signature guarantee program. The Trust and its transfer agent reserve the  right
to amend these standards at any time without notice.
    

RECEIVING  PAYMENT.   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.

ACCOUNTS WITH LOW BALANCES

   
Due  to the high cost  of maintaining accounts with  low balances, the Trust may
redeem Shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required  minimum  value  of  $25,000  due to
shareholder redemptions.  This  requirement  does not  apply,  however,  if  the
balance  falls below $25,000 because of changes  in the Trust's net asset value.
Before Shares are redeemed to close  an account, the shareholder is notified  in
writing  and allowed 30 days  to purchase additional Shares  to meet the minimum
requirement.
    

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

VOTING RIGHTS

   
Each Share of the Trust gives the shareholder one vote in Trustee elections  and
other  matters submitted to shareholders for vote.  All shares of all classes of
each portfolio in  the Trust  have equal voting  rights except  that in  matters
affecting  only a particular portfolio or class only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is  not
required  to  hold annual  shareholder  meetings. Shareholder  approval  will be
sought only for certain changes in the Trust's operation and for the election of
Trustees under certain circumstances. As of August 1, 1994, Marion Merrell  Dow,
Inc., Kansas City, Missouri, owned 63.64% of the Institutional Service Shares of
the  Trust, and therefore,  may for certain  purposes, be deemed  to control the
Class 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  shareholders shall  be  called for  this purpose  by the
Trustees upon  written  request of  shareholders  owning  at least  10%  of  the
outstanding shares of the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

   
Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under  Massachusetts  law for  obligations  of the  Trust.  To  protect
shareholders,  the  Trust  has  filed legal  documents  with  Massachusetts that
expressly  disclaim  the  liability  of  its  shareholders  for  such  acts   or
obligations  of the Trust. These documents  require notice of this disclaimer to
be given in  each agreement,  obligation, or instrument  that the  Trust or  its
Trustees enter into or sign on behalf of the Trust.
    

In  the unlikely event a  shareholder is held personally  liable for the Trust's
obligations, the Trust is required 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

                                       13

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 from its assets.

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

FEDERAL INCOME TAX

   
The Trust will pay no federal income tax because it expects to meet requirements
of  the  Internal Revenue  Code  of 1986,  as  amended, applicable  to regulated
investment companies and to receive the  special tax treatment afforded to  such
companies.
    

   
Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Trust that  represent net  interest on  tax-exempt
municipal  bonds. However,  dividends representing  net interest  earned on some
municipal  bonds  may  be  included   in  calculating  the  federal   individual
alternative minimum tax or the federal alternative minimum tax for corporations.
    

The  alternative minimum tax, equal to up  to 28% of alternative minimum taxable
income for individuals  and 20% for  corporations, applies when  it exceeds  the
regular tax for the taxable year. Alternative minimum taxable income is equal to
the 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.

   
Interest on certain  "private activity" bonds  issued after August  7, 1986,  is
treated  as a tax preference item  for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads,  schools,
libraries,  prisons and other public  facilities, private activity bonds provide
benefits to  private parties.  The Trust  may purchase  all types  of  municipal
bonds,  including private activity  bonds. Thus, while the  Trust has no present
intention of purchasing any private activity bonds, should it purchase any  such
bonds,  a portion of  the Trust's dividends  may be treated  as a tax preference
item.
    

   
In addition, in  the case  of a corporate  shareholder, dividends  of the  Trust
which  represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted  current  earnings"  is  based upon  the  concept  of  a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Trust  dividend, and alternative minimum  taxable income does  not
include  the portion  of the  Trust's dividend  attributable to  municipal bonds
which are not  private activity bonds,  the difference will  be included in  the
calculation of the corporation's alternative minimum tax.
    

   
Dividends of the Trust representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
    

                                       14

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional Shares. Information on the tax status of dividends and  distributions
is provided annually.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

   
In the opinion of Houston, Houston & Donnelly, counsel to the Trust:
    

   
    - the  Trust is not  subject to Pennsylvania  corporate or personal property
      taxes; and
    

   
    - Trust shares  may  be  subject  to  personal  property  taxes  imposed  by
      counties,  municipalities  and  school districts  in  Pennsylvania  to the
      extent that the portfolio securities in the Trust would be subject to such
      taxes if owned directly by residents of those jurisdictions.
    

OTHER STATE AND LOCAL TAXES

Distributions  representing  net  interest  received  on  tax-exempt   municipal
securities  are not  necessarily free  from income taxes  of any  state or local
taxing authority. State laws differ on this issue and shareholders are urged  to
consult their own tax advisers.

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

   
From   time  to  time  the  Trust   advertises  its  total  return,  yield,  and
tax-equivalent yield for Institutional Service Shares.
    

   
Total return represents  the change,  over a specified  period of  time, in  the
value  of an investment in Shares of  the Trust after reinvesting all income and
capital gain distributions.  It is  calculated by  dividing that  change by  the
initial investment and is expressed as a percentage.
    

   
The  yield of Shares of  the Trust is calculated  by dividing the net investment
income per share (as defined by  the Securities and Exchange Commission)  earned
by Shares over a thirty-day period by the net asset value per share of Shares on
the  last day of  the period. This  number is then  annualized using semi-annual
compounding. The tax-equivalent yield of  Shares is calculated similarly to  the
yield,  but is adjusted to reflect the  taxable yield that Shares would have had
to earn to equal its actual yield,  assuming a specific tax rate. The yield  and
the  tax-equivalent yield do  not necessarily reflect  income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

   
The Trust is sold without any sales load or other similar non-recurring charges.
    

Total return, yield, and tax-equivalent yield will be calculated separately  for
Institutional  Service  Shares and  Institutional Shares.  Because Institutional
Service Shares  are  subject  to a  12b-1  fee,  the total  return,  yield,  and
tax-equivalent  yield for Institutional Shares, for  the same period, may exceed
that of Institutional Service Shares.

   
From time  to time,  the Trust  may advertise  the performance  of Shares  using
certain  financial  publications and/or  compare  the performance  of  Shares to
certain indices.
    

                                       15

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

Institutional Shares are sold to  accounts for which financial institutions  act
in  a fiduciary, advisory, agency,  custodial or similar capacity. Institutional
Shares are  also designed  for funds  held by  savings and  other  institutions,
corporations,  trusts, brokers, investment  counselors, and insurance companies.
Institutional Shares are sold  at net asset value,  distributed without a  12b-1
Plan, and are subject to a minimum initial investment of $25,000.

   
Financial   institutions  and  brokers  providing  sales  and/or  administrative
services may receive different compensation depending upon which class of shares
of the Trust is sold.
    

   
The amount  of dividends  payable to  Institutional Shares  may exceed  that  of
Shares by the difference between Class Expenses and distribution and shareholder
service expenses borne by shares of each respective class.
    

The stated advisory fee is the same for both classes of shares.

                                       16

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 37.
<TABLE>
<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------
                                                                1994       1993       1992       1991       1990
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.37   $  10.29   $  10.18   $  10.14   $  10.10
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.40       0.44       0.53       0.60       0.60
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         (0.22)      0.08       0.11       0.04       0.04
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations                                0.18       0.52       0.64       0.64       0.64
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.40)     (0.44)     (0.53)     (0.60)     (0.60)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $  10.15   $  10.37   $  10.29   $  10.18   $  10.14
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN*                                                     1.76%      5.11%      6.40%      6.47%      6.54%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.47%      0.46%      0.46%      0.46%      0.47%
- ------------------------------------------------------------
  Net investment income                                           3.89%      4.21%      5.12%      5.89%      5.94%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $316,810   $318,932   $205,101   $142,493   $139,113
- ------------------------------------------------------------
  Portfolio turnover rate                                           36%        15%        42%        40%        69%
- ------------------------------------------------------------

<CAPTION>
                                                                               YEAR ENDED JUNE 30,
                                                              -----------------------------------------------------
                                                                1989       1988       1987       1986       1985
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.19   $  10.24   $  10.31   $  10.22   $  10.05
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.57       0.54       0.51       0.60       0.64
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         (0.09)     (0.05)     (0.07)      0.09       0.17
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations                                0.48       0.49       0.44       0.69       0.81
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.57)     (0.54)     (0.51)     (0.60)     (0.64)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $  10.10   $  10.19   $  10.24   $  10.31   $  10.22
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN*                                                     4.84%      4.89%      4.37%      7.55%      7.68%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.46%      0.47%      0.47%      0.48%      0.47%
- ------------------------------------------------------------
  Net investment income                                           5.59%      5.25%      4.95%      5.80%      6.33%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $178,978   $315,154   $483,279   $341,294   $192,573
- ------------------------------------------------------------
  Portfolio turnover rate                                           55%        63%        57%        16%        32%
- ------------------------------------------------------------
<FN>
*  Based on net asset value which does  not reflect the sales load or contingent
  deferred sales charge, if applicable.
</TABLE>

(See Notes which are an integral part of the Financial Statements)

Further information about the  Trust's performance is  contained in the  Trust's
Annual  Report for the  fiscal year ended  June 30, 1994,  which can be obtained
free of charge.

                                       17

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
PORTFOLIO OF INVESTMENTS
JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--100.1%
- -------------------------------------------------------------------
            ALABAMA--0.3%
            -------------------------------------------------------
$1,000,000  Alabama Water Pollution Control Authority, 5.40%
            Revenue Bonds (Series 1991)/(Revolving Trust Loan
            Program)/ (AMBAC Insured), 8/15/94                          AAA      $ 1,002,410
            -------------------------------------------------------              -----------
            ARIZONA--1.6%
            -------------------------------------------------------
 2,000,000  Pima County, AZ, Unified School District #1, 8.00%
            School Improvement Bonds (FGIC Insured), 7/1/96             AAA        2,133,020
            -------------------------------------------------------
 1,000,000  Salt River, AZ, 3.70% Electric System Revenue Bonds
            (Agricultural Improvement & Power District), 1/1/96          AA          988,920
            -------------------------------------------------------
 2,500,000  Salt River, AZ, 4.00% Power Supply Revenue Bonds
            (Agricultural Improvement & Power District)/(Original
            Issue Yield: 4.05%), 1/1/96                                  Aa        2,485,950
            -------------------------------------------------------              -----------
                Total                                                              5,607,890
            -------------------------------------------------------              -----------
            CALIFORNIA--11.6%
            -------------------------------------------------------
 4,000,000  California State, 10.00% UT GO Bonds, 4/1/98                 A+        4,657,440
            -------------------------------------------------------
 1,250,000  Los Angeles County, CA, Transportation Commission,
            4.30% Sales Tax Revenue Bonds (Series 1992A)/(MBIA
            Insured), 7/1/95                                            Aaa        1,256,212
            -------------------------------------------------------
16,000,000  Los Angeles, CA, Waste Water System, 6.70% Revenue
            Bonds (Series D)/(MBIA Insured)/(Original Issue Yield:
            6.769%)/(Prerefunded), 12/1/2000 (@102)                     AAA       17,682,080
            -------------------------------------------------------
 1,250,000  Orange County, CA, Local Transportation Authority,
            4.15% Sales Tax Revenue Bonds, 2/15/95                       Aa        1,255,700
            -------------------------------------------------------
 8,000,000  Southern California Public Power Authority, 11.25%
            Transmission Project Revenue Bonds (Prerefunded),
            1/1/95 (@103)                                               Aaa        8,548,080
            -------------------------------------------------------
</TABLE>

                                       18

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            CALIFORNIA--CONTINUED
            -------------------------------------------------------
$3,045,000  University of California, 8.00% Refunding Revenue Bonds
            (UCLA Medical Center)/(MBIA Insured), 12/1/97               AAA      $ 3,343,714
            -------------------------------------------------------
 3,310,000  University of California, 8.00% Refunding Revenue Bonds
            (UCLA Medical Center)/(MBIA Insured), 12/1/98               AAA        3,700,580
            -------------------------------------------------------              -----------
                Total                                                             40,443,806
            -------------------------------------------------------              -----------
            COLORADO--1.9%
            -------------------------------------------------------
 1,535,000  City & County of Denver Airport, 10.50% Revenue Bonds
            (Stapleton International Airport)/(Prerefunded),
            12/1/94 (@100)                                              Aaa        1,581,127
            -------------------------------------------------------
 2,995,000  Denver (City & County), CO, 7.625% GO Bonds (Series
            1992C), 8/1/95                                               Aa        3,112,344
            -------------------------------------------------------
 1,900,000  Mesa County, CO, School District #51, 4.90% GO
            Refunding Bonds (Series 1991B)/(AMBAC Insured), 12/1/94     Aaa        1,914,820
            -------------------------------------------------------              -----------
                Total                                                              6,608,291
            -------------------------------------------------------              -----------
            DELAWARE--0.6%
            -------------------------------------------------------
 2,000,000  Delaware, 6.80% UT GO Bonds, 5/1/95                          Aa        2,053,120
            -------------------------------------------------------              -----------
            DISTRICT OF COLUMBIA--0.6%
            -------------------------------------------------------
 1,000,000  District Columbia, 8.00% UT GO Bonds (Prerefunded),
            6/1/96 (@102)                                               AAA        1,084,680
            -------------------------------------------------------
 1,000,000  District of Columbia, 5.50% GO Bonds (FGIC Insured),
            6/1/95                                                      Aaa        1,011,110
            -------------------------------------------------------              -----------
                Total                                                              2,095,790
            -------------------------------------------------------              -----------
            FLORIDA--1.2%
            -------------------------------------------------------
 1,500,000  Florida State Board of Education, 7.80% UT GO Capital
            Outlay Bonds (Prerefunded), 6/1/96 (@102)                   AAA        1,621,560
            -------------------------------------------------------
 1,390,000  Miami Beach, FL, Health Facilities Authority, 4.45%
            Hospital Revenue Reference Bonds (Mount Sinai Medical
            Center)/(Capital Guaranty Insured), 11/15/95                AAA        1,403,789
            -------------------------------------------------------
</TABLE>

                                       19

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            FLORIDA--CONTINUED
            -------------------------------------------------------
$1,000,000  Orlando, FL, Utilities Commission, 7.75% Water &
            Electric Revenue Bonds, 10/1/94                              Aa      $ 1,011,480
            -------------------------------------------------------              -----------
                Total                                                              4,036,829
            -------------------------------------------------------              -----------
            GEORGIA--0.5%
            -------------------------------------------------------
 1,820,000  Gwinnett County, GA, School District, 4.90% GO School
            Bonds (Series A), 2/1/95                                     Aa        1,834,487
            -------------------------------------------------------              -----------
            HAWAII--3.3%
            -------------------------------------------------------
 5,000,000  Hawaii State, 7.10% GO Bonds (Prerefunded), 6/1/98
            (@101-1/2)                                                  Aaa        5,434,750
            -------------------------------------------------------
 6,000,000  Honolulu, City & County, HI, 4.20% OID UT GO Bonds
            (Original Issue Yield: 4.30%), 10/1/97                       AA        5,918,940
            -------------------------------------------------------              -----------
                Total                                                             11,353,690
            -------------------------------------------------------              -----------
            ILLINOIS--4.7%
            -------------------------------------------------------
 1,750,000  Du Page, IL, Water Commission, 5.90% Refunding Revenue
            Bonds, 5/1/96                                               AA-        1,791,965
            -------------------------------------------------------
 2,000,000  Illinois State Toll Highway Authority, 7.375% Revenue
            Bonds (Prerefunded), 1/1/96 (@102)                          AAA        2,127,900
            -------------------------------------------------------
 5,500,000  Illinois State Toll Highway Road Authority, 7.10%
            Revenue Bonds (Prerefunded), 1/1/96 (@102)                   A-        5,830,770
            -------------------------------------------------------
 6,500,000  Illinois State, 4.50% GO Bonds (Series 1993), 8/1/96         AA        6,498,440
            -------------------------------------------------------              -----------
                Total                                                             16,249,075
            -------------------------------------------------------              -----------
            IOWA--0.6%
            -------------------------------------------------------
 1,095,000  Sioux City, IA, 4.15% Hospital Revenue Refunding Bonds
            (Series 1993O)/(Sisters of Mercy Health Corp.), 8/15/96      A-        1,080,294
            -------------------------------------------------------
 1,140,000  Sioux City, IA, 4.15% Hospital Revenue Refunding Bonds
            (Sisters of Mercy Health Corp.), 8/15/97                     A         1,119,651
            -------------------------------------------------------              -----------
                Total                                                              2,199,945
            -------------------------------------------------------              -----------
</TABLE>

                                       20

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            KENTUCKY--0.3%
            -------------------------------------------------------
$1,000,000  Kentucky State Turnpike Authority, 7.875%
            (Prerefunded), 7/1/96 (@102)                                AAA      $ 1,084,650
            -------------------------------------------------------              -----------
            MAINE--0.5%
            -------------------------------------------------------
 1,805,000  Maine, 7.875% Full Faith and Credit Bonds (Highway
            Purpose), 7/1/94                                            Aa1        1,805,000
            -------------------------------------------------------              -----------
            MARYLAND--1.8%
            -------------------------------------------------------
 1,500,000  Charles County, MD, 7.00% UT GO Refunding and Public
            Improvement Bonds (AMBAC Insured), 1/15/95                  Aaa        1,528,695
            -------------------------------------------------------
 2,055,000  University of Maryland System Auxiliary, 4.75% Facility
            & Tuition Revenue Bonds (Series A), 2/1/95                   Aa        2,069,714
            -------------------------------------------------------
 2,650,000  Washington, MD, Suburban Sanitary District, 7.20% UT GO
            Bonds, 6/1/95                                               Aa1        2,728,705
            -------------------------------------------------------              -----------
                Total                                                              6,327,114
            -------------------------------------------------------              -----------
            MASSACHUSETTS--1.4%
            -------------------------------------------------------
 4,500,000  Massachusetts State, 7.25% UT GO Bonds, 6/1/96               A         4,746,060
            -------------------------------------------------------              -----------
            MICHIGAN--3.3%
            -------------------------------------------------------
 5,000,000  Detroit, MI, City School District, 5.30% Refunding
            Bonds (Q-SBLF Guaranty), 5/1/99                             AA-        5,025,000
            -------------------------------------------------------
 2,120,000  Michigan State Hospital Finance Authority, 4.00%
            Hospital Revenue Refunding Bonds (Series
            1993P)/(Sisters of Mercy Health Corp.), 8/15/96              A-        2,084,342
            -------------------------------------------------------
 4,345,000  Michigan State Hospital Finance Authority, 4.00%
            Revenue Refunding Bonds (Series 1993P)/(Sisters of
            Mercy Health Corp.) (MBIA Insured), 8/15/97                 Aaa        4,235,810
            -------------------------------------------------------              -----------
                Total                                                             11,345,152
            -------------------------------------------------------              -----------
            MINNESOTA--3.1%
            -------------------------------------------------------
 2,000,000  Southern Minnesota Municipal Power Agency, 9.125% Power
            Supply Revenue Bonds (Prerefunded), 1/1/96 (@102)           Aaa        2,178,340
            -------------------------------------------------------
</TABLE>

                                       21

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            MINNESOTA--CONTINUED
            -------------------------------------------------------
$1,915,000  Washington County, MN, Housing Redevelopment Authority,
            3.85% Refunding Revenue Bonds, 2/1/96                       AA-      $ 1,892,920
            -------------------------------------------------------
 3,410,000  Western Minnesota Municipal Power Agency, 7.00% Revenue
            Bonds (Series A)/(Original Issue Yield: 7.062%),
            1/1/2013, Callable 1/1/97 (@102)                             A-        3,597,448
            -------------------------------------------------------
 3,000,000  Western Minnesota Municipal Power Agency, 9.50% Power
            Supply Revenue Bonds (Prerefunded), 1/1/96 (@102)           Aaa        3,283,740
            -------------------------------------------------------              -----------
                Total                                                             10,952,448
            -------------------------------------------------------              -----------
            MISSOURI--1.7%
            -------------------------------------------------------
 2,310,000  Kansas City, MO, 5.65% Sewer Revenue Bonds, 3/1/95           Aa        2,341,069
            -------------------------------------------------------
 1,580,000  Kansas City, MO, School District, 5.70% Missouri
            Building Corp. Refunding Leasehold Revenue Bonds
            (Series 1991A)/ (FGIC Insured), 2/1/95                      Aaa        1,598,454
            -------------------------------------------------------
 2,000,000  Missouri State HEFA, 4.10% Revenue Bonds (Series
            1992B)/ (Health Midwest)/(MBIA Insured), 2/15/95            Aaa        2,002,980
            -------------------------------------------------------              -----------
                Total                                                              5,942,503
            -------------------------------------------------------              -----------
            NEBRASKA--1.0%
            -------------------------------------------------------
 1,250,000  Omaha, NE, 3.80% Electric System Revenue Bonds (Series
            B)/(Public Power District), 2/1/96                           Aa        1,238,025
            -------------------------------------------------------
 1,400,000  Omaha, NE, 3.90% Electric System Revenue Bonds (Series
            A)/(Public Power District), 2/1/96                           Aa        1,389,332
            -------------------------------------------------------
 1,000,000  Omaha, NE, 4.70% Electric System Revenue Bonds (Series
            A)/(Public Power District), 2/1/95                           Aa        1,009,870
            -------------------------------------------------------              -----------
                Total                                                              3,637,227
            -------------------------------------------------------              -----------
            NEVADA--0.6%
            -------------------------------------------------------
 2,000,000  Clark County, NV, School District, 7.10% LT GO Bonds
            (Series A), 3/1/97                                           A+        2,111,720
            -------------------------------------------------------              -----------
</TABLE>

                                       22

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            NEW HAMPSHIRE--1.0%
            -------------------------------------------------------
$3,310,000  New Hampshire, 4.20% Capital Improvement Refunding GO
            Bonds (Series 1992), 9/1/95                                  Aa      $ 3,330,886
            -------------------------------------------------------              -----------
            NEW JERSEY--2.4%
            -------------------------------------------------------
 8,000,000  New Jersey State, 6.50% Refunding GO Bonds (Series C),
            1/15/2002                                                   AA+        8,443,280
            -------------------------------------------------------              -----------
            NEW MEXICO--7.7%
            -------------------------------------------------------
 2,250,000  Albuquerque, NM, 4.00% Joint Water and Sewer System
            Refunding and Improvement Revenue Bonds (Series
            1994A)/(Original Issue Yield: 4.10%), 7/1/99                 AA        2,121,030
            -------------------------------------------------------
 5,375,000  Albuquerque, NM, 4.10% Joint Water and Sewer System
            Refunding and Improvement Revenue Bonds (Series
            1994A)/(Original Issue Yield: 4.25%), 7/1/2000               AA        4,999,879
            -------------------------------------------------------
 8,650,000  Albuquerque, NM, 4.60% UT GO Bonds (Series A), 7/1/98        AA        8,569,036
            -------------------------------------------------------
 4,000,000  Albuquerque, NM, 5.20% General Purpose GO Bonds (Series
            1992A), 7/1/94                                               AA        4,000,000
            -------------------------------------------------------
 2,865,000  Bernalillo County, NM, 6.25% GO Special Tax Bonds,
            8/1/95                                                       Aa        2,938,545
            -------------------------------------------------------
 4,250,000  New Mexico, 5.00% Severance Tax Refunding Bonds (Series
            1991A), 7/1/94                                               AA        4,250,000
            -------------------------------------------------------              -----------
                Total                                                             26,878,490
            -------------------------------------------------------              -----------
            NEW YORK--8.4%
            -------------------------------------------------------
 4,600,000  New York City, NY, 10.25% GO Bonds (Series C)/
            (Prerefunded), 3/15/96 (@103)                               Aaa        4,954,292
            -------------------------------------------------------
 4,735,000  New York City, NY, Municipal Water Finance Authority,
            6.50% Water & Sewer System Revenue Bonds (Series C),
            6/15/97                                                      A-        4,781,261
            -------------------------------------------------------
   680,000  New York City, NY, Municipal Water Finance Authority,
            6.50% Water & Sewer System Revenue Bonds (Series C)/
            (Prerefunded), 6/15/97                                       A           722,310
            -------------------------------------------------------
</TABLE>

                                       23

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            NEW YORK--CONTINUED
            -------------------------------------------------------
$5,000,000  New York City, NY, Municipal Water Finance Authority,
            7.20% Water and Sewer System Revenue Bonds (Series A),
            6/15/99                                                      A-      $ 5,484,500
            -------------------------------------------------------
 3,500,000  New York State Thruway Authority, 3.80% Emergency
            Highway Construction & Reconstruction Bonds (FGIC
            Insured), 3/1/96                                            AAA        3,469,690
            -------------------------------------------------------
 9,540,000  New York State, 5.75% UT GO Bonds, 9/15/99                   A-        9,850,432
            -------------------------------------------------------              -----------
                Total                                                             29,262,485
            -------------------------------------------------------              -----------
            NORTH CAROLINA--3.1%
            -------------------------------------------------------
 1,500,000  Charlotte-Mecklenberg, NC, Hospital Authority, 4.65%
            Health Care System Revenue Bonds, 1/1/95                     Aa        1,502,865
            -------------------------------------------------------
 6,000,000  Mecklenberg County, NC, 5.00% UT GO Refunding Bonds
            (Series 1992), 3/1/95                                       Aaa        6,061,080
            -------------------------------------------------------
 3,000,000  North Carolina Eastern Municipal Power Authority,
            10.00% Revenue Bonds (Prerefunded), 1/1/95 (@103)           Aaa        3,186,180
            -------------------------------------------------------              -----------
                Total                                                             10,750,125
            -------------------------------------------------------              -----------
            OHIO--3.0%
            -------------------------------------------------------
 3,300,000  Columbus, OH, 7.70% UT GO Bonds (Prerefunded), 5/1/96
            (@102)                                                      AAA        3,556,872
            -------------------------------------------------------
 4,000,000  Ohio State Public Facilities Authority, 4.25% Higher
            Education Capital Facilities Revenue Bonds (Series
            11-A)/ (AMBAC Insured), 12/1/97                             AAA        3,931,240
            -------------------------------------------------------
 2,815,000  Ohio State, Water Development Authority, PCA, 7.25%
            Revenue Bonds (Phillip Morris), Callable 12/1/97 (@103)      A         3,026,181
            -------------------------------------------------------              -----------
                Total                                                             10,514,293
            -------------------------------------------------------              -----------
            OREGON--1.2%
            -------------------------------------------------------
 2,000,000  Oregon State Department of Transportation, 5.375%
            Regional Light Rail Extension Revenue Bonds (Series
            1994)/(MBIA Insured), 6/1/99                                AAA        2,029,640
            -------------------------------------------------------
</TABLE>

                                       24

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            OREGON--CONTINUED
            -------------------------------------------------------
$2,000,000  Oregon State Department of Transportation, 5.50%
            Regional Light Rail Extension Revenue Bonds (MBIA
            Insured), 6/1/2000                                          AAA      $ 2,037,780
            -------------------------------------------------------              -----------
                Total                                                              4,067,420
            -------------------------------------------------------              -----------
            PENNSYLVANIA--7.8%
            -------------------------------------------------------
 5,840,000  Commonwealth of Pennsylvania, 3.80% GO Bonds, 4/15/96       AA-        5,776,986
            -------------------------------------------------------
 8,000,000  Commonwealth of Pennsylvania, 4.75% GO Bonds, 6/15/98       AA-        7,974,160
            -------------------------------------------------------
 1,155,000  Dauphin County, PA, General Authority, 4.35% Revenue
            Bonds (Series A)/(West Penn Hospital)/(MBIA Insured),
            7/1/95                                                      Aaa        1,160,059
            -------------------------------------------------------
 1,175,000  Dauphin County, PA, General Authority, 4.35% Revenue
            Bonds (Series B)/(West Penn Hospital)/(MBIA Insured),
            7/1/95                                                      Aaa        1,180,146
            -------------------------------------------------------
 7,000,000  Pennsylvania Intergovernmental Cooperation Authority,
            5.75% Special Tax Revenue Bonds (City of Philadelphia)/
            (FGIC Insured)/(Original Issue Yield: 5.85%), 6/15/99       AAA        7,224,700
            -------------------------------------------------------
 3,690,000  Pittsburgh, PA, 4.10% GO Bonds (AMBAC Insured), 9/1/95      Aaa        3,700,258
            -------------------------------------------------------              -----------
                Total                                                             27,016,309
            -------------------------------------------------------              -----------
            SOUTH CAROLINA--3.4%
            -------------------------------------------------------
 5,500,000  Piedmont Municipal Electric Agency, SC, 10.25% Power
            Supply Revenue Bonds (Prerefunded), 1/1/95 (@102)           Aaa        5,848,150
            -------------------------------------------------------
 2,000,000  Piedmont Municipal Power Agency, SC, 7.00% Refunding
            Revenue Bonds (Series A)/(AMBAC Insured), 1/1/2019,
            Callable 1/1/98                                             AAA        2,110,000
            -------------------------------------------------------
 2,300,000  South Carolina, 7.00% UT GO Capital Improvement Bonds,
            3/1/95                                                      Aaa        2,353,268
            -------------------------------------------------------
</TABLE>

                                       25

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            SOUTH CAROLINA--CONTINUED
            -------------------------------------------------------
$1,500,000  South Carolina, 7.60% GO Bonds (Series U), 2/1/95           Aaa      $ 1,535,565
            -------------------------------------------------------              -----------
                Total                                                             11,846,983
            -------------------------------------------------------              -----------
            TENNESSEE--1.2%
            -------------------------------------------------------
 1,000,000  Nashville & Davidson, TN, Metropolitan Government,
            9.375% Revenue Bonds (Prerefunded), 1/1/95 (@102)           Aaa        1,049,190
            -------------------------------------------------------
 3,000,000  Tennessee, 6.75% GO Bonds (Series 1992A), 7/1/95            AA+        3,087,750
            -------------------------------------------------------              -----------
                Total                                                              4,136,940
            -------------------------------------------------------              -----------
            TEXAS--5.5%
            -------------------------------------------------------
 1,000,000  Arlington, TX, 6.70% Waterworks & Sewer Refunding
            Revenue Bonds (Series A)/(AMBAC Insured), 6/1/96            AAA        1,038,480
            -------------------------------------------------------
 1,290,000  Houston, TX, ISD, 4.00% LT GO School House Bonds,
            8/15/95                                                     Aaa        1,292,477
            -------------------------------------------------------
 7,000,000  Northside, TX, ISD, 4.10% UT GO Bonds, 2/1/96               Aaa        6,970,530
            -------------------------------------------------------
 5,000,000  San Antonio, TX, Electric & Gas System, 4.00% Revenue
            Bonds, 2/1/95                                                Aa        5,014,250
            -------------------------------------------------------
 2,425,000  Texas State Public Property Finance Corp., 4.30%
            Refunding Revenue Bonds (Series 1993)/(Mental Health
            and Mental Retardation Center), 9/1/97                      AAA        2,395,197
            -------------------------------------------------------
 2,500,000  Texas Water Development Board, 4.35% Senior Lien
            Revenue Bonds (Series 1992), 7/15/95                         AA        2,508,025
            -------------------------------------------------------              -----------
                Total                                                             19,218,959
            -------------------------------------------------------              -----------
            UTAH--3.4%
            -------------------------------------------------------
 8,000,000  Granite City School District, UT, Board of Education,
            4.00% GO Refunding Bonds (Series 1992), 6/1/95               Aa        8,011,200
            -------------------------------------------------------
 1,800,000  Intermountain Power Agency, UT, 3.70% Power Supply
            Revenue Bonds (Series 1993C), 7/1/96                         AA        1,771,686
            -------------------------------------------------------
</TABLE>

                                       26

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            UTAH--CONTINUED
            -------------------------------------------------------
$2,000,000  Intermountain Power Agency, UT, 8.75% Power Supply
            Revenue Bonds (Prerefunded), 7/1/95 (@102)                  Aaa      $ 2,135,020
            -------------------------------------------------------              -----------
                Total                                                             11,917,906
            -------------------------------------------------------              -----------
            VERMONT--0.7%
            -------------------------------------------------------
 2,500,000  Vermont, 7.50% GO Bonds (Series A), 2/1/95                   Aa        2,557,400
            -------------------------------------------------------              -----------
            VIRGINIA--2.2%
            -------------------------------------------------------
 7,500,000  Fairfax County, VA, 8.25% Public Improvement Bonds
            (Series 1992A), 4/1/95                                      Aaa        7,764,000
            -------------------------------------------------------              -----------
            WASHINGTON--6.0%
            -------------------------------------------------------
 1,445,000  Seattle, WA, 4.75% Various Purpose LT GO Bonds, 3/1/95      Aa1        1,456,011
            -------------------------------------------------------
 4,865,000  Seattle, WA, 9.70% Municipal Light and Power Revenue
            Bonds (Prerefunded), 9/1/95 (@102)                          Aaa        5,268,163
            -------------------------------------------------------
 3,000,000  Washington State, 5.00% Various Purpose GO Bonds
            (Series 1994B), 5/1/98                                       AA        3,017,460
            -------------------------------------------------------
 7,425,000  Washington State, 5.00% Various Purpose GO Bonds
            (Series 1994B), 5/1/99                                       AA        7,414,976
            -------------------------------------------------------
 1,000,000  Washington, 6.90% UT GO Bonds, 6/1/95                        Aa        1,027,250
            -------------------------------------------------------
 1,500,000  Washington, 4.50% Various Purpose GO Refunding Bonds
            (Series 1992A), 2/1/95 (@106)                                Aa        1,508,580
            -------------------------------------------------------
 1,000,000  Washington, 6.80% Various Purpose GO Bonds, 4/1/95           Aa        1,023,290
            -------------------------------------------------------              -----------
                Total                                                             20,715,730
            -------------------------------------------------------              -----------
            WISCONSIN--2.5%
            -------------------------------------------------------
 2,535,000  Milwaukee, WI, 8.80% UT GO Metropolitan Sewer District
            Bonds, 5/1/95                                                Aa        2,639,594
            -------------------------------------------------------
 1,970,000  Milwaukee, WI, 6.00% UT GO Public Improvement Bonds
            (Series CA), 6/15/95                                         Aa        2,007,371
            -------------------------------------------------------
 3,000,000  Wisconsin State, 6.40% GO Bonds (Series A), 5/1/99           AA        3,170,580
            -------------------------------------------------------
</TABLE>

                                       27

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       CREDIT
                                                                      RATING:
PRINCIPAL                                                            MOODY'S OR
  AMOUNT                                                                S&P*        VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
SHORT-INTERMEDIATE MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            WISCONSIN--CONTINUED
            -------------------------------------------------------
$1,000,000  Wisconsin, 6.40% UT GO Bonds (Series A), 5/1/95              Aa      $ 1,022,790
            -------------------------------------------------------              -----------
                Total                                                              8,840,335
            -------------------------------------------------------              -----------
              TOTAL SHORT-INTERMEDIATE MUNICIPAL SECURITIES
              (IDENTIFIED COST $351,869,499)                                     348,698,748
            -------------------------------------------------------              -----------
SHORT-TERM MUNICIPAL SECURITIES--0.9%
- -------------------------------------------------------------------
            PUERTO RICO--0.3%
            -------------------------------------------------------
 1,050,000  Government Development Bank of Puerto Rico Weekly VRDNs
            (Credit Suisse and Sumitomo Bank Ltd. LOCS)                 A-1+       1,050,000
            -------------------------------------------------------              -----------
            TENNESSEE--0.6%
            -------------------------------------------------------
 2,000,000  Chattanooga-Hamilton County, TN, Hospital Authority
            Daily VRDNs (Erlanger Medical Center Guaranty)              A-1+       2,000,000
            -------------------------------------------------------              -----------
              TOTAL SHORT-TERM MUNICIPAL SECURITIES (AT AMORTIZED
              COST)                                                                3,050,000
            -------------------------------------------------------              -----------
              TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST
              $354,919,499) (NOTE 2A)                                            $351,748,748+
            -------------------------------------------------------              -----------
<FN>

   *    Please refer to the  Appendix of the Statement of Additional Information
       for an  explanation of  the credit  ratings. Current  credit ratings  are
       unaudited.

   +   The cost of investments for federal tax purposes amounts to $354,919,499.
       The  net unrealized  depreciation of  investments on  a federal  tax cost
       basis amounts to $3,170,751, which is comprised of $841,220  appreciation
       and $4,011,971 depreciation at June 30, 1994.

Note:  The categories  of investments  is shown  as a  percentage of  net assets
      ($348,269,731) at June 30, 1994.
</TABLE>

                                       28

SHORT-TERM MUNICIPAL TRUST
- ---------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
FGIC       --Financial Guaranty Insurance Company
GO         --General Obligation
HEFA       --Health and Education Facilities Authority
ISD        --Independent School District
LOCS       --Letters of Credit
LT         --Limited Tax
MBIA       --Municipal Bond Investors Assurance
OID        --Original Issue Discount
PCA        --Pollution Control Authority
Q-SBLF     --Qualified State Bond Loan Trust
UT         --Utah/Unlimited Tax
VA         --Virginia/Veterans Administration
VRDNs      --Variable Rate Demand Notes
</TABLE>

(See Notes which are an integral part of the Financial Statements)

                                       29

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (Note 2A) (identified and tax cost
$354,919,499)                                                                      $351,748,748
- --------------------------------------------------------------------------------
Cash                                                                                    254,481
- --------------------------------------------------------------------------------
Interest receivable                                                                   6,191,253
- --------------------------------------------------------------------------------
Receivable for Trust shares sold                                                        154,981
- --------------------------------------------------------------------------------   ------------
    Total assets                                                                    358,349,463
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                      <C>           <C>
Payable for investments purchased                                        $8,025,289
- ----------------------------------------------------------------------
Payable for Trust shares redeemed                                         1,165,592
- ----------------------------------------------------------------------
Dividends payable (Note 2B)                                                 833,068
- ----------------------------------------------------------------------
Accrued expenses                                                             55,783
- ----------------------------------------------------------------------   ----------
</TABLE>

<TABLE>
<S>                                                                                <C>
    Total liabilities                                                                10,079,732
- --------------------------------------------------------------------------------   ------------
NET ASSETS for 34,316,807 shares of beneficial interest outstanding                $348,269,731
- --------------------------------------------------------------------------------   ------------
NET ASSETS CONSIST OF: (NOTE 2E)
- --------------------------------------------------------------------------------
Paid-in-Capital                                                                    $358,299,966
- --------------------------------------------------------------------------------
Unrealized depreciation of investments                                               (3,170,751)
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (6,859,484)
- --------------------------------------------------------------------------------   ------------
    Total Net Assets                                                               $348,269,731
- --------------------------------------------------------------------------------   ------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
- --------------------------------------------------------------------------------
Institutional Shares (net assets of $316,810,333 DIVIDED BY 31,216,957 shares of
beneficial interest outstanding)                                                   $      10.15
- --------------------------------------------------------------------------------   ------------
Institutional Service Shares (net assets of $31,459,398 DIVIDED BY 3,099,850
shares of beneficial interest outstanding)                                         $      10.15
- --------------------------------------------------------------------------------   ------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)

                                       30

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                            <C>         <C>           <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest income (Note 2B)                                                                $15,437,877
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                           $1,414,365
- -----------------------------------------------------------------------
Trustees' Fees                                                                 12,409
- -----------------------------------------------------------------------
Administrative personnel and services fees (Note 4)                           346,714
- -----------------------------------------------------------------------
Custodian and portfolio accounting fees                                       164,292
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)              26,023
- -----------------------------------------------------------------------
Shareholder services fee (Note 4)                                              27,051
- -----------------------------------------------------------------------
Trust share registration fees                                                  78,919
- -----------------------------------------------------------------------
Distribution services fee (Note 4)                                             38,361
- -----------------------------------------------------------------------
Auditing fees                                                                  17,863
- -----------------------------------------------------------------------
Legal fees                                                                     15,239
- -----------------------------------------------------------------------
Printing and postage                                                           31,383
- -----------------------------------------------------------------------
Insurance premiums                                                              9,889
- -----------------------------------------------------------------------
Taxes                                                                           2,473
- -----------------------------------------------------------------------
Miscellaneous                                                                   5,059
- -----------------------------------------------------------------------    ----------
    Total expenses                                                          2,190,040
- -----------------------------------------------------------------------
Deduct--
- ------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                   $452,665
- ------------------------------------------------------------
  Waiver of distribution services fee (Note 4)                   27,051       479,716
- ------------------------------------------------------------   --------    ----------
    Net expenses                                                                           1,710,324
- -------------------------------------------------------------------------------------    -----------
      Net investment income                                                               13,727,553
- -------------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------------------------
Net realized gain (loss) on investment transactions (identified cost basis)                 (253,551)
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                       (7,720,690)
- -------------------------------------------------------------------------------------    -----------
  Net realized and unrealized loss on investments                                         (7,974,241)
- -------------------------------------------------------------------------------------    -----------
      Change in net assets resulting from operations                                     $ 5,753,312
- -------------------------------------------------------------------------------------    -----------
<FN>
(See Notes which are an integral part of the Financial Statements)
</TABLE>

                                       31

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                                              ------------------------------
                                                                                  1994             1993
- ---------------------------------------------------------------------------   -------------    -------------
<S>                                                                           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                         $  13,727,553    $  10,622,845
- ---------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($0 and $62,121 net
loss, respectively, as computed for federal income tax purposes) (Note 2C)         (253,551)          19,108
- ---------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                  (7,720,690)       1,638,701
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from operations                                  5,753,312       12,280,654
- ---------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income
- ---------------------------------------------------------------------------
  Institutional Shares                                                          (13,167,119)     (10,622,845)
- ---------------------------------------------------------------------------
  Institutional Service Shares                                                     (560,434)        --
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets from distributions to shareholders                     (13,727,553)     (10,622,845)
- ---------------------------------------------------------------------------   -------------    -------------
TRUST SHARE (PRINCIPAL) TRANSACTION (NOTE 3)--
- ---------------------------------------------------------------------------
Proceeds from sale of shares                                                    259,790,293      238,425,313
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends
declared                                                                          3,549,886        1,899,201
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                        (226,027,733)    (128,151,579)
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from Trust share transactions                   37,312,446      112,172,935
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets                                                         29,338,205      113,830,744
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                             318,931,526      205,100,782
- ---------------------------------------------------------------------------   -------------    -------------
End of period                                                                 $ 348,269,731    $ 318,931,526
- ---------------------------------------------------------------------------   -------------    -------------
<FN>

(See Notes which are an integral part of the Financial Statements)
</TABLE>

                                       32

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Short-Term  Municipal  Trust (the  "Trust") is  registered under  the Investment
Company Act of 1940, as amended (the "Act"), as a diversified, no load, open-end
management investment company.

The Trust provides two classes of shares, Institutional Shares and Institutional
Service Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following  is  a summary  of  significant accounting  policies  consistently
followed  by the  Trust in  the preparation  of its  financial statements. These
policies are in conformity with generally accepted accounting principles.

A.  INVESTMENT VALUATIONS--Municipal bonds are valued by an independent  pricing
    service  taking into consideration yield,  liquidity, risk, credit, quality,
    coupon, maturity, type  of issue, and  any other factors  or market data  it
    deems  relevant  in  determining valuations  for  normal  institutional size
    trading units of debt securities.  The independent pricing service does  not
    rely  exclusively  on quoted  prices.  Short-term securities  with remaining
    maturities of sixty  days or  less may be  stated at  amortized cost,  which
    approximates value.

B.  INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

C.  FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders   each  year  substantially  all   of  its  tax-exempt  income.
    Accordingly, no provisions for federal tax are necessary. At June 30,  1994,
    the  Trust, for  federal tax  purposes, had  a capital  loss carryforward of
    $6,605,611, which will reduce the Trust's taxable income arising from future
    net realized gain  on investments, if  any, to the  extent permitted by  the
    Code,  and thus will reduce the  amount of the distributions to shareholders
    which would otherwise be necessary to relieve the Trust of any liability for
    federal tax.  Pursuant to  the  Code, such  capital loss  carryforward  will
    expire  in  1995 ($1,449,467),  1996  ($2,255,334), 1997  ($1,097,445), 1998
    ($1,729,378), 1999 ($11,866) and  2001 ($62,121). Additionally, net  capital
    losses  of  $253,551 attributable  to  security transactions  incurred after
    October 31, 1993 are treated  as arising on July 1,  1994, the first day  of
    the Trust's next taxable year.

D.  WHEN-ISSUED  AND  DELAYED  DELIVERY TRANSACTIONS--The  Trust  may  engage in
    when-issued or delayed delivery transactions. The Trust records  when-issued
    securities  on the  trade date  and maintains  security positions  such that
    sufficient   liquid   assets   will    be   available   to   make    payment

                                       33

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------
    for  the  securities purchased.  Securities  purchased on  a  when-issued or
    delayed delivery basis are marked to market daily and begin earning interest
    on the settlement date.

E.  RECLASSIFICATION--During the year  ended June  30, 1994,  the Trust  adopted
    Statement   of  Position  93-2,  DETERMINATION,  DISCLOSURE,  AND  FINANCIAL
    STATEMENT PRESENTATION  OF  INCOME,  CAPITAL GAIN,  AND  RETURN  OF  CAPITAL
    DISTRIBUTIONS  BY INVESTMENT COMPANIES. Accordingly,  permanent book and tax
    differences  have   been   reclassified  to   paid-in-capital.   The   Trust
    reclassified  $417,890 from accumulated net realized loss to paid-in-capital
    in accordance with SOP 93-2. Net investment income, net realized gains,  and
    net assets were not affected by this change.

F.  OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The  Declaration of Trust permits  the Trustees to issue  an unlimited number of
full and fractional shares of beneficial  interest (without par value) for  each
class of shares. Transactions in Trust shares were as follows:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                                    -------------------------------------------------------------
                                                                1994                            1993
                                                    -----------------------------   -----------------------------
INSTITUTIONAL SHARES                                   SHARES         DOLLARS          SHARES         DOLLARS
- --------------------------------------------------  ------------   --------------   ------------   --------------
<S>                                                 <C>            <C>              <C>            <C>
Shares sold                                           20,791,128   $  215,505,746     23,007,231   $  238,425,313
- --------------------------------------------------
Shares issued to shareholders in payment of
dividends declared                                       292,960        3,013,260        183,329        1,899,201
- --------------------------------------------------
Shares redeemed                                      (20,620,412)    (213,148,873)   (12,367,267)    (128,151,579)
- --------------------------------------------------  ------------   --------------   ------------   --------------
  Net change resulting from Institutional Share
   transactions                                          463,676   $    5,370,133     10,823,293   $  112,172,935
- --------------------------------------------------  ------------   --------------   ------------   --------------
</TABLE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED JUNE 30, 1994*
                                                    --------------------------
INSTITUTIONAL SERVICE SHARES                          SHARES        DOLLARS
- --------------------------------------------------  -----------   ------------
<S>                                                 <C>           <C>
Shares sold                                           4,299,696   $ 44,284,547
- --------------------------------------------------
Shares issued to shareholders in payment of
dividends declared                                       52,512        536,626
- --------------------------------------------------
Shares redeemed                                      (1,252,358)   (12,878,860)
- --------------------------------------------------  -----------   ------------
  Net change resulting from Institutional Service
   Share transactions                                 3,099,850     31,942,313
- --------------------------------------------------  -----------   ------------
    Total net change resulting from Trust Share
     transactions                                     3,563,526   $ 37,312,446
- --------------------------------------------------  -----------   ------------
<FN>
*  For the period from August 31, 1993 (date of initial public offering) to June
  30, 1994.
</TABLE>

                                       34

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY  FEE--Federated  Management,  the   Trust's  investment  adviser   (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.40  of 1% of the  Trust's average daily net assets.  The Adviser will waive, to
the extent  of its  advisory  fee, the  amount, if  any,  by which  the  Trust's
aggregate  annual  operating  expenses  (excluding  interest,  taxes,  brokerage
commissions, expenses of  registering and  qualifying the Trust  and its  shares
under federal and state laws and regulations, expenses of withholding taxes, and
extraordinary  expenses) exceeded .45 of  1% of average daily  net assets of the
Trust.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
administrative personnel and services.  Prior to March  1, 1994, these  services
were provided at approximate cost. Effective March 1, 1994, the FAS fee is based
on  the level  of average  aggregate daily  net assets  of all  funds advised by
subsidiaries of  Federated  Investors for  the  period. The  administrative  fee
received  during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per each additional class of shares.

DISTRIBUTION AND SHAREHOLDER SERVICES FEE--The Trust has adopted a  Distribution
Plan  (the "Plan") pursuant to Rule 12b-1 under  the Act. Under the terms of the
Plan,  the  Trust  will  compensate  Federated  Securities  Corp.  ("FSC"),  the
principal  distributor, from the  net assets of the  Trust to finance activities
intended to result in the sale of the Trust's Institutional Service Shares.  The
Plan  provides that the Trust may incur distribution expenses up to .25 of 1% of
the  average  daily  net  assets  of  the  Institutional  Shares,  annually,  to
compensate FSC.

Under  the terms of a Shareholder  Services Agreement with Federated Shareholder
Services ("FSS"), the Trust will pay FSS up  to .25 of 1% of average net  assets
for  the Trust for the  period. This fee is  to obtain certain personal services
for shareholders and  the maintenance  of shareholder accounts.  For the  period
ended  June 30, 1994,  Institutional Service Shares did  not incur a shareholder
services fee.

INTERFUND TRANSACTIONS--During the year ended  June 30, 1994, the Trust  engaged
in  purchase and sale transactions with  other affiliated funds pursuant to Rule
17a-7 amounting to $119,950,000 and $114,596,919, respectively. These  purchases
and  sales  were conducted  on  an arms  length  basis and  transacted  for cash
consideration only, at independent current  market prices and without  brokerage
commissions, fees or other remuneration.

Certain  Officers  and  Trustees of  the  Trust  are Officers  and  Directors or
Trustees of the above companies.

                                       35

SHORT-TERM MUNICIPAL TRUST
(FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
fiscal year ended June 30, 1994, were as follows:

<TABLE>
<S>                                                 <C>
PURCHASES                                           $181,622,840
- --------------------------------------------------  ------------
SALES                                               $125,798,481
- --------------------------------------------------  ------------
</TABLE>

                                       36

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- -------------------------------------------------------------

To the Shareholders and Board of Trustees of
SHORT-TERM MUNICIPAL TRUST:

We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Short-Term Municipal  Trust  (a  Massachusetts business  trust),  including  the
schedule  of  portfolio of  investments  as of  June  30, 1994  and  the related
statement of operations for the year then ended, the statement of changes in net
assets for each of  the two years  in the period then  ended, and the  financial
highlights  (see  pages 2  and 17  of the  prospectus) for  each of  the periods
presented.  These  financial  statements   and  financial  highlights  are   the
responsibility  of the Trust's  management. Our responsibility  is to express an
opinion on  these financial  statements and  financial highlights  based on  our
audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our procedures included confirmation of securities owned as of  June
30,  1994,  by correspondence  with  the custodian  and  brokers. An  audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Short-Term Municipal Trust as  of June 30, 1994,  the results of its  operations
for the year then ended, the changes in its net assets for each of the two years
in  the period then ended, and the  financial highlights for each of the periods
presented in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
August 1, 1994

                                       37

ADDRESSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                              <C>
Short-Term Municipal Trust
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Distributor
              Federated Securities Corp.                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Investment Adviser
              Federated Management                               Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Custodian
              State Street Bank and and Trust Company            P.O. Box 8602
                                                                 Boston, Massachusetts 02266-8604
- -------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Legal Counsel
Houston, Houston & Donnelly                                      2510 Centre City Tower
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, D.C. 20037
- -------------------------------------------------------------------------------------------
Independent Public Accountants
              Arthur Andersen & Co.                              2100 One PPG Place
                                                                 Pittsburgh, Pennsylvania 15222
</TABLE>
    

- --------------------------------------------------------------------------------
                              SHORT-TERM
                              MUNICIPAL TRUST
                              (FORMERLY, FEDERATED SHORT-
                                        INTERMEDIATE MUNICIPAL TRUST)
                                        INSTITUTIONAL SERVICE SHARES

                                            PROSPECTUS

                                            A NO-LOAD, OPEN-END, DIVERSIFIED,
                                            MANAGEMENT INVESTMENT COMPANY

   
                                            AUGUST 31, 1994
    

   [LOGO]

     Distributor

     A subsidiary of FEDERATED INVESTORS

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PA 15222-3779
       [LOGO]
                            RECYCLED
                                 PAPER
   
          825253206
     8072507A-SS (8/94)
    



                           SHORT-TERM MUNICIPAL TRUST
            (FORMERLY, FEDERATED SHORT-INTERMEDIATE MUNICIPAL TRUST)
                              INSTITUTIONAL SHARES
                          INSTITUTIONAL SERVICE SHARES

                  COMBINED STATEMENT OF ADDITIONAL INFORMATION

   
      The Institutional Shares and Institutional Service Shares represent
      interests in a diversified portfolio of securities of Short-Term
      Municipal Trust (the "Trust"). This Combined Statement of Additional
      Information should be read with the respective prospectuses for
      Institutional Shares and Institutional Service Shares dated August
      31, 1994. This Statement is not a prospectus itself. To receive a
      copy of either prospectus, write or call Short-Term Municipal Trust.
    

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779

   
                        Statement dated August 31, 1994
    

[LOGO]
     Distributor
     A subsidiary of FEDERATED INVESTORS

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

   
<TABLE>
<S>                                             <C>
GENERAL INFORMATION ABOUT THE TRUST                     1
- ---------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES                       1
- ---------------------------------------------------------
  Acceptable Investments                                1
  When-Issued and Delayed Delivery
  Transactions                                          1
  Portfolio Turnover                                    2
  Investment Limitations                                2
TRUST MANAGEMENT                                        4
- ---------------------------------------------------------
  Officers and Trustees                                 4
  The Funds                                             6
  Trust Ownership                                       6
  Trustee Liability                                     6
INVESTMENT ADVISORY SERVICES                            6
- ---------------------------------------------------------
  Adviser to the Trust                                  6
  Advisory Fees                                         7
  State Expense Limitations                             7
  Other Related Services                                7

ADMINISTRATIVE SERVICES                                 7
- ---------------------------------------------------------
BROKERAGE TRANSACTIONS                                  7
- ---------------------------------------------------------

PURCHASING SHARES                                       8
- ---------------------------------------------------------
  Distribution Plan (Institutional Service
  Shares only) and Shareholder Services Plan            8

DETERMINING NET ASSET VALUE                             8
- ---------------------------------------------------------
  Valuing Municipal Securities                          8
  Use of Amortized Cost                                 8

REDEEMING SHARES                                        9
- ---------------------------------------------------------
  Redemption in Kind                                    9

TAX STATUS                                              9
- ---------------------------------------------------------
  The Trust's Tax Status                                9

TOTAL RETURN                                            9
- ---------------------------------------------------------
YIELD                                                   9
- ---------------------------------------------------------
TAX-EQUIVALENT YIELD                                   10
- ---------------------------------------------------------
  Tax-Equivalency Table                                10

PERFORMANCE COMPARISONS                                10
- ---------------------------------------------------------
APPENDIX                                               12
- ---------------------------------------------------------
</TABLE>
    

I

GENERAL INFORMATION ABOUT THE TRUST
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated May 8, 1981. The name of the Trust was Federated
Short-Intermediate Municipal Trust prior to August 23, 1993. On August 23, 1993,
the shareholders of the Trust voted to change the name of the Trust to
Short-Term Municipal Trust.

   
Shares of the Trust are offered in two classes, known as Institutional Shares
and Institutional Service Shares (individually and collectively referred to as
"Shares," as the context may require). This Combined Statement of Additional
Information relates to the above-mentioned Shares of the Trust.
    

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

   
The investment objective of the Trust is to provide dividend income which is
exempt from federal regular income tax.
    

ACCEPTABLE INVESTMENTS

   
The Trust invests in a portfolio of municipal securities with a dollar-weighted
average maturity of less than three years. The investment objective stated above
cannot be changed without the approval of shareholders. The investment policies
described below may be changed without shareholder approval.
    

    CHARACTERISTICS

   
      The municipal securities in which the Trust invests have the
      characteristics set forth in the prospectuses. The Trust may use similar
      services or ratings other than Moody's Investors Service, Inc. ("Moody's")
      or Standard & Poor's Corporation ("Standard & Poor's"). If a security's
      rating is reduced below the required minimum after the Trust has purchased
      it, the Trust is not required to sell the security, but may consider doing
      so. If ratings made by Moody's or Standard & Poor's change because of
      changes in those organizations or in their rating systems, the Trust will
      try to use comparable ratings as standards in accordance with the
      investment policies described in the Shares' prospectuses.
    

    PARTICIPATION INTERESTS

   
      The financial institutions from which the Trust purchases participation
      interests frequently provide or secure from another financial institution
      irrevocable letters of credit or guarantees and give the Trust the right
      to demand payment of the principal amounts of the participation interests
      plus accrued interest on short notice (usually within seven days). These
      financial institutions may charge certain fees in connection with their
      repurchase commitments, including a fee equal to the excess of the
      interest paid on the municipal securities over the negotiated yield at
      which the participation interests were purchased by the Trust. By
      purchasing participation interests having a seven day demand feature, the
      Trust is buying a security meeting the quality requirements of the Trust
      and also is receiving the tax-free benefits of the underlying securities.
    

    VARIABLE RATE MUNICIPAL SECURITIES

   
      Variable interest rates generally reduce changes in the market value of
      municipal securities from their original purchase prices. Accordingly, as
      interest rates decrease or increase, the potential for capital
      appreciation or depreciation is less for variable rate municipal
      securities than for fixed income obligations. Many municipal securities
      with variable interest rates purchased by the Trust are subject to
      repayment of principal (usually within seven days) on the Trust's demand.
      For purposes of determining the Trust's average maturity, the maturities
      of these variable rate demand municipal securities (including
      participation interests) are the longer of the periods remaining until the
      next readjustment of their interest rates or the periods remaining until
      their principal amounts can be recovered by exercising the right to demand
      payment. The terms of these variable rate demand instruments require
      payment of principal and accrued interest from the issuer of the municipal
      obligations, the issuer of the participation interests, or a guarantor of
      either issuer.
    

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

   
These transactions are made to secure what is considered to be an advantageous
price and yield for the Trust. 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.
    

                                                                               1

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

   
No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Trust sufficient to make payment for the
securities to be purchased are segregated at the trade date. These securities
are marked to market daily and maintained until the transaction is settled.
    

   
Municipal securities purchased in when-issued or delayed delivery transactions
are treated as issued on the date at which they begin to accrue interest in
determining whether they mature within three years from the date of purchase.
The Trust may engage in these transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.
    

PORTFOLIO TURNOVER

   
The Trust will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Trust's investment objective. During the fiscal years ended June 30, 1994
and 1993, the portfolio turnover rates were 36% and 15%, respectively.
    

INVESTMENT LIMITATIONS

    DIVERSIFICATION OF INVESTMENTS

   
      The Trust will not purchase the securities of any issuer (except cash and
      cash instruments and securities issued or guaranteed by the United States
      government, its agencies and instrumentalities) if, as a result, more than
      5 percent of its total assets would be invested in the securities of such
      issuer. For purposes of this limitation, each governmental subdivision,
      i.e., state, territory, possession of the United States or any political
      subdivision of any of the foregoing, including agencies, authorities,
      instrumentalities, or similar entities, or of the District of Columbia,
      shall be considered a separate issuer if its assets and revenues are
      separate from those of the governmental body creating it and the security
      is backed only by its own assets and revenues. In the case of an
      industrial development bond, if the security is backed only by the assets
      and revenues of a non-governmental user, then such non-governmental user
      will be deemed to be the sole issuer. If, however, in the case of an
      industrial development bond or governmental issued security, a
      governmental or other entity guarantees the security, such guarantee would
      be considered a separate security issued by the guarantor as well as the
      other issuer (as above defined) subject to limited exclusions allowed by
      the Investment Company Act of 1940.
    

    BORROWING MONEY

   
      The Trust will not borrow money except as a temporary measure for
      extraordinary or emergency purposes and then (a) only in amounts not in
      excess of 5% of the value of its total assets or (b) in an amount up to
      one-third of the value of its total assets, including the amount borrowed.
      This borrowing provision is not for investment leverage but solely to
      facilitate management of the portfolio by enabling the Trust to meet
      redemption requests when the liquidation of portfolio securities would be
      inconvenient or disadvantageous.
    

   
      While any such borrowings are outstanding, no net purchases of investment
      securities will be made by the Trust. If, due to market fluctuations or
      other reasons, the value of the Trust's assets falls below 300% of its
      borrowings, the Trust will reduce its borrowings within three business
      days. To do this, the Trust may have to sell a portion of its investments
      at a time when it may be disadvantageous to do so.
    

    PLEDGING ASSETS

   
      The Trust will not mortgage, pledge, or hypothecate its assets except to
      secure permitted borrowings. In those cases, it may mortgage, pledge, or
      hypothecate assets having a market value not exceeding 10% of the value of
      total assets at the time of the borrowing.
    

    UNDERWRITING

   
      The Trust will not underwrite any issue of securities, except as it may be
      deemed to be an underwriter under the Securities Act of 1933 in connection
      with the sale of securities in accordance with its investment objective,
      policies, and limitations.
    

    INVESTING IN REAL ESTATE

   
      The Trust will not buy or sell real estate, including limited partnership
      interests, although it may invest in municipal securities secured by real
      estate or interests in real estate.
    

2

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

    INVESTING IN COMMODITIES OR MINERALS

   
      The Trust will not buy or sell commodities, commodity contracts, or oil,
      gas, or other mineral exploration or development programs.
    

    MAKING LOANS

   
      The Trust will not make loans, but may acquire publicly or nonpublicly
      issued municipal securities as permitted by its investment objective,
      policies, and limitations.
    

    SELLING SHORT AND BUYING ON MARGIN

   
      The Trust will not sell any securities short or purchase any securities on
      margin but may obtain such short-term credits as may be necessary for
      clearance of purchases and sales of securities.
    

    ISSUING SENIOR SECURITIES

   
      The Trust will not issue senior securities, except as permitted by its
      investment objective and policies.
    

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

   
   INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
   THE TRUST
    

   
      The Trust will not purchase or retain the securities of any issuer if the
      officers and Trustees of the Trust or its investment adviser owning
      individually more than 1/2 of 1% of the issuer's securities together own
      more than 5% of the issuer's securities.
    

    INVESTING IN RESTRICTED SECURITIES

   
      The Trust will not invest more than 10% of the value of its total assets
      in securities which are subject to restrictions on resale under federal
      securities laws, except for securities which meet the criteria for
      liquidity, as established by the Trustees.
    

    ACQUIRING SECURITIES

   
      The Trust will not acquire the voting securities of any issuer, except as
      part of a merger, consolidation, reorganization, or acquisition of assets.
      It will not invest in securities issued by any other investment company or
      investment trust.
    

    INVESTING IN NEW ISSUERS

   
      The Trust will not invest more than 5% of its total assets in industrial
      development bonds where the payment of principal and interest are the
      responsibility of companies with less than three years of operating
      history.
    

    INVESTING IN ILLIQUID SECURITIES

   
      The Trust will not invest more than 15% 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.
    

   
The Trust does not intend to purchase securities if, as a result of such
purchase, more than 25% of the value of its assets would be invested in the
securities of governmental subdivisions located in any one state, territory, or
possession of the United States.
    

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of the investment, a later increase or decrease in percentage
resulting from any change in value or net assets will not result in violation of
such restriction.

   
The Trust did not borrow money, pledge securities or invest in illiquid
securities or restricted securities in excess of 5% of the value of its total
assets during the last fiscal year and has no present intent to do so in the
coming fiscal year.
    

   
For purposes of this limitation, the Trust considers cash instruments and items
to be 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 the investment.
    

                                                                               3

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

TRUST MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

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

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

4

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

                                                                               5

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

THE FUNDS

   
"The Funds" and "Funds" mean the following investment companies: Alexander
Hamilton Funds; American Leaders Trust, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; California
Municipal Cash Trust; Cash Trust Series, II Cash Trust Series Inc.; DG Investor
Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs Trust;
Federated Exchange Trust, 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 Trust; First Priority Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Trust, Inc.; Fortress Municipal Income
Trust, Inc.; Fortress Utility Trust, Inc.; Trust 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 Trust, Inc.; Liberty High Income Bond Trust,
Inc.; Liberty Municipal Securities Trust, Inc.; Liberty Term Trust, Inc.-1999;
Liberty U.S. Government Money Market Trust; Liberty Utility Trust, Inc.; Liquid
Cash Trust; Managed Series Trust; Mark Twain Funds; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst Funds;
The Starburst Funds II; Stock and Bond Trust, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment Series,
Inc.
    

   
TRUST OWNERSHIP
    

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

   
As of August 1, 1994, the following shareholder of record owned 5% or more of
the outstanding Institutional Service Shares of the Trust: Marion Merrell Dow,
Inc., Kansas City, Missouri, owned approximately 1,977,905 Shares (63.64%).
    

   
As of August 1, 1994, no shareholders of record owned 5% or more of the
outstanding Institutional Shares of the Trust.
    

TRUSTEE LIABILITY

The Trust's 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
- --------------------------------------------------------------------------------

ADVISER TO THE TRUST

   
The Trust's investment adviser is Federated Management, a subsidiary of
Federated Investors. All the Class A (voting) shares of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife, and his
son, J. Christopher Donahue. John F. Donahue is Chairman and Trustee of
Federated Management, Chairman and Trustee of Federated Investors and Chairman
and Trustee of the Trust. J. Christopher Donahue is President and Trustee of
Federated Management; President and Trustee, Federated Investors; Federated
Administrative Services; Trustee, Federated Services Company, and Vice President
of the Trust. John W. McGonigle is Vice President, Secretary, and Trustee of
Federated Management; Trustee, Vice President, Secretary and General Counsel,
Federated Investors; Executive Vice President, Secretary and Trustee, Federated
Administrative Services; Executive Vice President and Director, Federated
Securities Corp.; Trustee, Federated Services Company and Vice President and
Secretary of the Trust.
    

   
The adviser shall not be liable to the Trust or its shareholders for any losses
that may be sustained in the purchase, holding, or sale of any security, for
anything done or omitted by it, except acts or omissions involving
    

6

- --------------------------------------------------------------------------------
   
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 prospectuses. During the fiscal years ended
June 30, 1994, 1993, and 1992, the Trust's adviser earned $1,414,365,
$1,009,339, and $685,575, respectively, which were reduced by $452,665, $357,415
and $331,339, respectively, because of undertakings to limit the Trust's
expenses.
    

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 Trust'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 Trust for its expenses over the limitation.
    

   
If the Trust's monthly projected operating expenses exceed this expense
limitation, the investment advisory fee paid will be reduced by the amount of
the excess, subject to an annual adjustment. If the expense limitation is
exceeded, the amount to be reimbursed by the adviser will be limited, in any
single fiscal year, by the amount of the investment advisory fee.
    

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

OTHER RELATED SERVICES

Affiliates of the adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

   
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in the
prospectuses. (Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Trust's administrator.
For purposes of this Statement of Additonal Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as the "Administrators"). For the fiscal
year ended June 30, 1994, the Administrators collectively earned $346,714. For
the fiscal years ended 1993 and 1992, Federated Administrative Services, Inc.,
the Trust's former administrator, earned $300,002 and $238,559, respectively.
Dr. Henry J. Gailliot, an officer of Federated Management, the adviser to the
Trust, holds approximately 20% of the outstanding common stock and serves as
director of Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services Inc. and Federated
Administrative Services.
    

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
review 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 Trust 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.

                                                                               7

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

The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising Federated Funds 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.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange is open for business. The procedure for purchasing Shares is
explained in the respective prospectus under "Investing in Institutional Shares"
or "Investing in Institutional Service Shares."

   
DISTRIBUTION PLAN (INSTITUTIONAL SERVICE SHARES ONLY) AND SHAREHOLDER SERVICES
PLAN

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

With respect to the Institutional Service Shares, by adopting the Distribution
Plan, the Board of Trustees expects that the Trust 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 Trust in
pursuing its investment objectives. By identifying potential investors whose
needs are served by the Trust's objectives, 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 period from August 31, 1993 (date of initial public offering) to June
30, 1994, payments in the amount of $38,361 were made pursuant to the
Distribution Plan (Institutional Service Shares only), of which $27,051 was
waived. In addition, for this period, the Trust made payments in the amount of
$27,051 pursuant to the Shareholder Services Plan.
    

DETERMINING NET ASSET VALUE

   
Net asset value generally changes each day. The days on which the net asset
value is calculated by the Trust are described in the respective prospectus.
    

VALUING MUNICIPAL SECURITIES

The Board of Trustees uses an independent pricing service to value municipal
securities. The independent pricing service takes into consideration: yield;
stability; risk; quality; coupon rate; maturity; type of issue; trading
characteristics; special circumstances of a security or trading market; and any
other factors or market data it considers relevant in determining valuations for
normal institutional size trading units of debt securities and does not rely
exclusively on quoted prices.

USE OF AMORTIZED COST

   
The Board of Trustees has decided that the fair value of municipal securities
authorized to be purchased by the Trust with remaining maturities of 60 days or
less at the time of purchase shall be their amortized cost value, unless the
particular circumstances of the security indicate otherwise. Under this method,
portfolio instruments and assets are valued at the acquisition cost as adjusted
for amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and
    

8

- --------------------------------------------------------------------------------
   
recommends changes where necessary to assure that the Trust's portfolio
instruments are valued at their fair value as determined in good faith by the
Trustees.
    

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

   
The Trust redeems Shares at the next computed net asset value after State Street
Bank receives the redemption request. Redemption procedures are explained in the
respective prospectus under "Redeeming Institutional Shares" or "Redeeming
Institutional Service Shares." Although State Street Bank does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.
    

REDEMPTION IN KIND

   
Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Trust's portfolio.
    

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the
Trustees determine to be fair and equitable.

   
The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to a lesser of $250,000 or 1% of a class's net asset
value during any 90-day period.
    

TAX STATUS
- --------------------------------------------------------------------------------

   
THE TRUST'S TAX STATUS
    

   
The Trust will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Trust must, among other
requirements:
    

    - derive at least 90% of its gross income from dividends, interest, and
      gains from the sale of securities;

    - derive less than 30% of its gross income from the sale of securities held
      less than three months;

    - invest in securities within certain statutory limits; and

    - distribute to its shareholders at least 90% of its net income earned
      during the year.

TOTAL RETURN
- --------------------------------------------------------------------------------

   
The Trust's average annual total returns for Institutional Shares for the
one-year, five-year and ten-year periods ended June 30, 1994, were 1.76%, 5.24%,
and 5.55%, respectively.
    

   
The average annual total return for each class of shares of the Trust 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 offering price 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 monthly reinvestment of all dividends and
distributions.
    

   
The Trust's cumulative total return for Institutional Service Shares for the
period from August 31, 1993 (date of initial public offering) to June 30, 1994,
was 1.08%.
    

   
Cumulative total return reflects the Trust's total performance over a specific
period of time. The Trust's cumulative total return for Institutional Service
Shares is representative of only ten months activity.
    

YIELD
- --------------------------------------------------------------------------------

   
The Trust's yields for the thirty-day period ended June 30, 1994, for
Institutional Shares and Institutional Service Shares were 3.73% and 3.48%,
respectively.
    

                                                                               9

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

   
The yield for both classes of shares of the Trust is determined by dividing the
net investment income per share (as defined by the Securities and Exchange
Commission) earned by either class of shares over a thirty-day period by the
offering price per share of either class on the last day of the period. This
value is then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a twelve-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by the
Trust because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.
    

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, performance will be reduced for those shareholders paying those
fees.

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

   
The Trust's tax-equivalent yields for the thirty-day period ended June 30, 1994,
for Institutional Shares and Institutional Service Shares were 5.18% and 4.83%,
respectively.
    

   
The tax-equivalent yield of the Trust is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Trust would have had to earn
to equal its actual yield, assuming the shareholder is in the 28% tax-bracket
and that income is 100% tax-exempt.
    

    TAX-EQUIVALENCY TABLE

   
      The Trust may also use a tax-equivalency table in advertising and sales
      literature. The interest earned by the municipal bonds in the Trust'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 is an attractive choice for investors,
      particularly in times of narrow spreads between tax-free and taxable
      yields.
    

   
                        TAXABLE YIELD EQUIVALENT FOR 1994
    

   
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                        TAX BRACKET:
FEDERAL:            15.00%       28.00%          31.00%          36.00%           39.60%
- --------------------------------------------------------------------------------------------
<S>                <C>        <C>            <C>             <C>              <C>
Joint Return       $1-38,000  $38,001-91,850 $91,851-140,000 $140,001-250,000  OVER $250,000
Single Return      $1-22,101  $22,751-55,100 $53,101-115,000 $115,001-250,000  OVER $250,000
- --------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD                         TAXABLE YIELD EQUIVALENT
- --------------------------------------------------------------------------------------------
      2.50%          2.94%        3.47%          3.62%            3.91%           4.14%
      3.00           3.53         4.17            4.35            4.69             4.97
      3.50           4.12         4.86            5.07            5.47             5.79
      4.00           4.71         5.56            5.80            6.25             6.62
      4.50           5.29         6.25            6.52            7.03             7.45
      5.00           5.88         6.94            7.25            7.81             8.28
      5.50           6.47         7.64            7.97            8.59             9.11
<FN>

Note: The maximum marginal tax rate for each bracket was used in calculating the
      taxable yield equivalent.
The  chart above is  for illustrative purposes  only. It is  not an indicator of
past or future performance of the Trust.

   * Some portion of the Trust's income may be subject to the federal
     alternative minimum tax and state and local taxes.
</TABLE>
    

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of both classes of Shares depends upon such variables as:

    - portfolio quality;

    - average portfolio maturity;

    - type of instruments in which the portfolio is invested;

    - changes in interest rates and market value of portfolio securities;

   
    - changes in the Trust's expenses or either class of Shares' expenses; and
    
    - various other factors.

10

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

Either class of Shares' performance fluctuates on a daily basis largely because
net earnings and offering price per share fluctuate daily. Both net earnings and
offering price per share are factors in the computation of yield and total
return.

       

   
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust'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 Trust uses in advertising may include:
    

   
    - LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories
      by making comparative calculations using total return. Total return
      assumes the reinvestment of all capital gains distributions and income
      dividends and takes into account any change in offering price over a
      specific period of time. From time to time, the Trust will quote its
      Lipper ranking in the "intermediate municipal bond funds" category in
      advertising and sales literature.
    

   
    - THE LEHMAN BROTHERS STATE 5-YEAR G.O. BOND INDEX is a composite measure of
      total return performance for the municipal bond market on those municipal
      bonds with maturities of five years. The securities on this index include
      ratings categories of A and Aaa. Total returns are calculated twice
      monthly as well as for one month, three month, and twelve month periods.
      Total returns are also calculated as of the beginning of the index
      inception on December 31, 1979.
    

    - THE LEHMAN BROTHERS STATE 3-YEAR G.O. BOND INDEX is a total return
      performance benchmark for the short-term general obligation sector of the
      tax-exempt bond market. Returns and attributes for the index are
      calculated semi-monthly.

    - MORNINGSTAR, INC., an independent rating service, is the publisher of the
      bi-weekly MUTUAL TRUST VALUES. MUTUAL TRUST VALUES rates more than 1,000
      NASDAQ-listed mutual funds of all types, according to their risk-adjusted
      returns. The maximum rating is five stars, and ratings are effective for
      two weeks.

       
Advertisements and other sales literature for both classes of Shares may quote
total returns which are calculated on non-standardized base periods. The total
returns represent the historic change in the value of an investment in either
class of Shares based on monthly reinvestment of dividends over a specified
period of time.

                                                                              11

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

STANDARD AND POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effect of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC--Debt rated BB, B, CCC or CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties of major risk exposures to adverse
conditions.

C--The rating C is reserved for income bonds on which no interest is being paid.

D--Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC.

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in AAA securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

12

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

MOODY'S INVESTORS SERVICE, INC.
SHORT-TERM MUNICIPAL OBLIGATION RATING DEFINITIONS

MIG1/VMIG1--Notes which are rated MIG1/VMIG1 are of the best quality. There is
present strong protection by established cash flows, superior liquidity support,
or demonstrated broad-based access to the market for refinancing.

MIG2/VMIG2--Notes which are rated MIG2/VMIG2 are of high quality. Margins of
protection are ample although not so large as in MIG1/VMIG1 ratings.

   
825253107

825253206

8072507B(8/94)
    

                                                                              13
PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits:
          (a)  Financial Statements. (Filed in Part A)
          (b)  Exhibits:
               (1)  (i)  Copy of Declaration of Trust of
                         the Registrant (1.);
                   (ii)  Copy of amendment to the
                         Declaration of Trust (2.);
               (2)  (i)  Copy of the By-Laws of the
                         Registrant (1.);
                   (ii)  Copy of amendment to the By-Laws of
                         the Registrant (3., 6., 7.);
               (3)  Not applicable;
               (4)  Copy of Specimen Certificate of Shares
                    (2.);
               (5)  Copy of the Investment Advisory Contract
                    (9.);
               (6)  Conformed copy of the Distributor's
                    Contract;+
               (7)  Not applicable;
               (8)  Conformed copy of the Custodian
                    Agreement of the Registrant;+
               (9)  (i) Conformed copy of Fund Accounting,
                    Shareholder Recordkeeping, and Custody
                    Services Procurement Agreement of the
                    Registrant;+
                    (ii) Conformed copy of Administrative
                    Services Agreement;+
                    (iii) Conformed copy of Shareholder
                    Services Plan;+
                    (iv) Conformed copy of Shareholder
                    Services Agreement;+
                    (v) Form of Shareholder Services Sub-
                    Contract;+
              (10)  Copy of Opinion and Consent of Counsel
                    as to legality of shares being
                    registered (2.);


+    All exhibits have been filed electronically.
 1.  Response is incorporated by reference to Registrant's
     Initial Registration Statement on Form N-1 filed
     May 13, 1981.  (File Nos. 2-72277 and 811-3181)
 2.  Response is incorporated by reference to Registrant's
     Pre-Effective Amendment No. 1 on Form N-1 filed August
     4, 1981.  (File Nos. 2-72277 and 811-3181)
 3.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 1 on Form N-1 filed
     February 18, 1982.  (File Nos. 2-72277 and 811-3181)
 6.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 8 on Form N-1A filed
     August 29, 1985.  (File Nos. 2-72277 and 811-3181)
 7.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 10 on Form N-1A filed
     August 24, 1987.  (File Nos. 2-72277 and 811-3181)
 9.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 15 on Form N-1A filed
     August 24, 1989.  (File Nos. 2-72277 and 811-3181)


              (11)  Conformed copy of the Consent of
                    Independent Public Accountants;+
              (12)  Not applicable;
              (13)  Copy of Initial Capital Understanding
                    (2.);
              (14)  Not applicable;
              (15)  Conformed copy of Rule 12B-1 Plan;+
              (16)  Schedule for Computation of Fund
                    Performance Data (8.);
              (17)  Power of Attorney;+
              (18)  Conformed copy of Opinion and Consent of
                    Counsel as to availability of Rule
                    485(b);+

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 August 1,
               1994

          Shares of Beneficial Interest
          (no par value)
          Institutional Shares          1,286
          Institutional Service Shares       140

Item 27.  Indemnification:  (10.)

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 and their business
          addresses are included in Part B of this
          Registration Statement under "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.


 2.  Response is incorporated by reference to Registrant's
     Pre-Effective Amendment No. 1 on Form N-1 filed August
     4, 1981.  (File Nos. 2-72277 and 811-3181)
 8.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 12 on Form N-1A filed
     August 22, 1988.  (File Nos. 2-72277 and 811-3181)
10.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 17 on Form N-1A filed
     August 24, 1990.  (File Nos. 2-72277 and 811-3181)
          The remaining Officers of the investment adviser
          are:  William D. Dawson, J. Thomas Madden, and
          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, Roger A. Early,
          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, PA 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 sub-section
          entitled "The Funds," found under the main heading
          entitled "Trust Management."

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; Cambridge
             Series Trust; Cash Trust Series, Inc.; Cash
             Trust Series II; DG Investor Series; Edward D.
             Jones & Co. Daily Passport Cash Trust;
             Federated ARMs Fund; Federated Exchange Fund,
             Ltd.; Federated GNMA Trust; Federated
             Government Trust; Federated Growth Trust;
             Federated High Yield Trust; Federated Income
             Securities Trust; Federated Income Trust;
             Federated Index Trust; Federated Intermediate
             Government Trust; Federated Master Trust;
             Federated Municipal Trust; Federated Short-
             Intermediate Government Trust; Federated Short-
             Intermediate Municipal 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.; The
             Medalist Funds; Money Market Management, Inc.;
             Money Market Obligations Trust; Money Market
             Trust; The Monitor Funds; Municipal Securities
             Income Trust; New York Municipal Cash Trust;
             111 Corcoran Funds; Peachtree Funds; Planters
             Funds; Portage Funds; RIMCO Monument Funds;
             The Shawmut Funds;  SouthTrust Vulcan Funds;
             Star Funds; The Starburst Funds; The Starburst
             Funds II; Stock and Bond Fund, Inc.; Sunburst
             Funds; Targeted Duration Trust; Tax-Free
             Instruments Trust; Tower Mutual Funds;
             Trademark Funds; Trust for 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.

       (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

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and
Offices
 Business Address            With Underwriter               With
Registrant

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Keith Nixon               Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion        Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James R. Ball             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs             Vice President,              --
Federated Investors Tower                         Federated
Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger            Vice President,              --
Federated Investors Tower                         Federated
Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and
Offices
 Business Address            With Underwriter               With
Registrant

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David C. Glabicki         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William J. Kerns          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dennis M. Laffey          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Francis J. Matten, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Jeffrey Niss           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and
Offices
 Business Address            With Underwriter               With
Registrant

Robert F. Phillips        Vice President,              --
Federated Investors Tower                         Federated
Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charles A. Robison        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Philip C. Hetzel          Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Ernest L. Linane          Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan          Secretary, Federated    Assistant
Federated Investors Tower Securities Corp.        Secretary
Pittsburgh, PA 15222-3779


Item 30.  Location of Accounts and Records:

          Short-Term Municipal Trust    Federated Investors Tower
                                        Pittsburgh, Pennsylvania
                                          15222-3779

          Federated Services Company    Federated Investors Tower
          ("Transfer Agent and Dividend Pittsburgh, Pennsylvania
            Disbursing Agent")            15222-3779

          Federated Administrative Services  Federated Investors Tower
          ("Administrator")             Pittsburgh, Pennsylvania
                                          15222-3779

          Federated Management          Federated Investors Tower
          ("Adviser")                   Pittsburgh, Pennsylvania
                                          15222-3779

          State Street Bank and Trust Company     P.O. Box 8602
          ("Custodian")                   Boston, Massachusetts
                                           02266-8602


Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:  (10.)

          Registrant hereby undertakes to furnish each
          person to whom a prospectus is delivered with a
          copy of the Registrant's latest annual report to
          shareholders, upon request and without charge.

          Registrant 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.

____________________________
10.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 17 filed August 24, 1990.
     (File Nos. 2-72277 and 811-3181)


                         SIGNATURES

   Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
SHORT-TERM MUNICIPAL TRUST (formerly, Federated Short-
Intermediate 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 26th day
of August, 1994.

                 SHORT-TERM MUNICIPAL TRUST
  (formerly, Federated Short-Intermediate Municipal Trust)

               BY: /s/G. Andrew Bonnewell
               G. Andrew Bonnewell, Assistant Secretary
               Attorney in Fact for John F. Donahue
               August 26, 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      August 26,
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





                                   Exhibit 11 under Form N-1A
                                   Exhibit 23 under Item
601/Reg. SK



                     ARTHUR ANDERSEN & CO.
                               
                               







           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


   As independent public accountants, we hereby consent to the
use in Post-Effective Amendment No. 26 to Form N-1A
Registration Statement of Short-Term Municipal Trust of our
report dated August 1, 1994, on the financial statements as of
June 30, 1994, included in or made a part of this registration
statement.



By: ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.


Pittsburgh, Pennsylvania,
  August 23, 1994




                              Exhibit 18 under Form N-1A
                              Exhibit 99 under Item 601/Reg.S-K


              HOUSTON, HOUSTON & DONNELLY
                    ATTORNEYS AT LAW
                 2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, PA.  15222
FRED CHALMERS HOUSTON, JR.__________
THOMAS J. DONNELLY
JOHN F. MECK         (412) 471-5828      FRED CHALMERS HOUSTON
                    FAX (412) 471-0736     (1914 - 1971)


MARIO SANTILLI, JR.
THEODORE M. HAMMER

                         August 25, 1994
                                
                                
                                
Short-Term Municipal Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

      As  counsel to Short-Term Municipal Trust ("Trust") we have
reviewed   Post-effective  Amendment  No.  26  to   the   Trust's
Registration  Statement  to  be filed  with  the  Securities  and
Exchange Commission under the Securities Act of 1933 (File No. 2-
72277).   The  subject  Post-effective Amendment  will  be  filed
pursuant  to  Paragraph  (b) of Rule  485  and  become  effective
pursuant to said Rule on August 29, 1994.

      Our  review also included an examination of other  relevant
portions  of the amended 1933 Act Registration Statement  of  the
Trust  and  such other documents and records deemed  appropriate.
On  the  basis  of this review we are of the opinion  that  Post-
effective  Amendment  No. 26 does not contain  disclosures  which
would  render  it  ineligible  to become  effective  pursuant  to
Paragraph (b) of Rule 485.

      We  hereby  consent  to the filing of  this  representation
letter as a part of the Trust's Registration Statement filed with
the  Securities and Exchange Commission under the Securities  Act
of  1933 and as part of any application or registration statement
filed  under  the  Securities Laws of the States  of  the  United
States.

                                   Very truly yours,

                                   Houston, Houston & Donnelly



                                   By:/s/ William McC. Houston


WMH:heh





                                     Exhibit 17 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 SHORT-TERM 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


                           Chairman and Trustee August 8,
1994
/s/John F. Donahue         (Chief Executive Officer)


                           President and Trustee
/s/Glen R. Johnson


                           Vice President and Treasurer
/s/Edward C. Gonzales                           (Principal
Financial and
                           Accounting Officer)



/s/William J. Copeland



/s/James E. Dowd



/s/Lawrence D. Ellis, M.D.


SIGNATURES                 TITLE                DATE



/s/Edward L. Flaherty, Jr.



/s/Gregor F. Meyer



/s/Wesley W. Posvar



/s/Marjorie P. Smuts



/s/Peter E. Madden



/s/John T. Conroy, Jr.










Sworn to and subscribed before me this ____ day of
_________, 1994.



____________________________________________________
Notary Public





                             -1-
                                 Exhibit 6 under Form N-1A
                               Exhibit 1 under Item 601/Reg.
                             S-K
                              
                 SHORT-TERM MUNICIPAL TRUST

                   DISTRIBUTOR'S CONTRACT

          AGREEMENT made this 1st day of June, 1993, by and
between Short-Term Municipal Trust (the "Trust"), a
Massachusetts business trust, and FEDERATED SECURITIES CORP.
("FSC"), a Pennsylvania Corporation.

          In consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between
the parties hereto as follows:

          1.        The Trust hereby appoints FSC as its
agent to sell and distribute shares of the Trust which may
be offered in one or more series (the "Funds") consisting of
one or more classes (the "Classes") of shares (the
"Shares"), as described and set forth on one or more
exhibits to this Agreement, at the current offering price
thereof as described and set forth in the current
Prospectuses of the Trust.  FSC hereby accepts such
appointment and agrees to provide such other services for
the Trust, if any, and accept such compensation from the
Trust, if any, as set forth in the applicable exhibit to
this Agreement.

          2.        The sale of any Shares may be suspended
without prior notice whenever in the judgment of the Trust
it is in its best interest to do so.

          3.        Neither FSC nor any other person is
authorized by the Trust to give any information or to make
any representation relative to any Shares other than those
contained in the Registration Statement, Prospectuses, or
Statements of Additional Information ("SAIs") filed with the
Securities and Exchange Commission, as the same may be
amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the
Trust.  FSC agrees that any other information or
representations other than those specified above which it or
any dealer or other person who purchases Shares through FSC
may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the
Trust.  No person or dealer, other than FSC, is authorized
to act as agent for the Trust for any purpose.  FSC agrees
that in offering or selling Shares as agent of the Trust, it
will, in all respects, duly conform to all applicable state
and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc., including
its Rules of Fair Practice.  FSC will submit to the Trust
copies of all sales literature before using the same and
will not use such sales literature if disapproved by the
Trust.

          4.   This Agreement is effective with respect to
each Class as of the date of execution of the applicable
exhibit and shall continue in effect with respect to each
Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial term
of this Agreement for one year from the date set forth
above, and thereafter for successive periods of one year if
such continuance is approved at least annually by the
Trustees of the Trust including a majority of the members of
the Board of Trustees of the Trust who are not interested
persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan
relating to the Trust or in any related documents to such
Plan ("Disinterested Trustees") cast in person at a meeting
called for that purpose.  If a Class is added after the
first annual approval by the Trustees as described above,
this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by
the Trustees and thereafter for successive periods of one
year, subject to approval as described above.

          5.   This Agreement may be terminated with regard
to a particular Fund or Class at any time, without the
payment of any penalty, by the vote of a majority of the
Disinterested Trustees or by a majority of the outstanding
voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party
to this Agreement.  This Agreement may be terminated with
regard to a particular Fund or Class by FSC on sixty (60)
days' written notice to the Trust.

          6.   This Agreement may not be assigned by FSC and
shall automatically terminate in the event of an assignment
by FSC as defined in the Investment Company Act of 1940, as
amended, provided, however, that FSC may employ such other
person, persons, corporation or corporations as it shall
determine in order to assist it in carrying out its duties
under this Agreement.

          7.   FSC shall not be liable to the Trust 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 by this
Agreement.

          8.   This Agreement may be amended at any time by
mutual agreement in writing of all the parties hereto,
provided that such amendment is approved by the Trustees of
the Trust including a majority of the Disinterested Trustees
of the Trust cast in person at a meeting called for that
purpose.

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

          10.   (a)      Subject to the conditions set forth
below, the Trust agrees to indemnify and hold harmless FSC
and each person, if any, who controls FSC within the meaning
of Section 15 of the Securities Act of 1933 and Section 20
of the Securities Act of 1934, as amended, against any and
all loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all expenses
whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom
of a material fact required to be stated therein or
necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in
the Registration Statement, any Prospectuses and SAIs or any
amendment or supplement thereof.

                    If any action is brought against FSC or
any controlling person thereof with respect to which
indemnity may be sought against the Trust pursuant to the
foregoing paragraph, FSC shall promptly notify the Trust in
writing of the institution of such action and the Trust
shall assume the defense of such action, including the
employment of counsel selected by the Trust and payment of
expenses.  FSC or any such controlling person thereof shall
have the right to employ separate counsel in any such case,
but the fees and expenses of such counsel shall be at the
expense of FSC or such controlling person unless the
employment of such counsel shall have been authorized in
writing by the Trust in connection with the defense of such
action or the Trust shall not have employed counsel to have
charge of the defense of such action, in any of which events
such fees and expenses shall be borne by the Trust.
Anything in this paragraph to the contrary notwithstanding,
the Trust shall not be liable for any settlement of any such
claim of action effected without its written consent.  The
Trust agrees promptly to notify FSC of the commencement of
any litigation or proceedings against the Trust or any of
its officers or Trustees or controlling persons in
connection with the issue and sale of Shares or in
connection with the Registration Statement, Prospectuses, or
SAIs.

               (b)       FSC agrees to indemnify and hold
harmless the Trust, each of its Trustees, each of its
officers who have signed the Registration Statement and each
other person, if any, who controls the Trust within the
meaning of Section 15 of the Securities Act of 1933, but
only with respect to statements or omissions, if any, made
in the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Trust about
FSC by or on behalf of FSC expressly for use in the
Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof.  In case any action shall
be brought against the Trust or any other person so
indemnified based on the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof, and
with respect to which indemnity may be sought against FSC,
FSC shall have the rights and duties given to the Trust, and
the Trust and each other person so indemnified shall have
the rights and duties given to FSC by the provisions of
subsection (a) above.

               (c)       Nothing herein contained shall be
deemed to protect any person against liability to the Trust
or its shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person
or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.

               (d)       Insofar as indemnification for
liabilities may be permitted pursuant to Section 17 of the
Investment Company Act of 1940, as amended, for Trustees,
officers, FSC and controlling persons of the Trust by the
Trust pursuant to this Agreement, the Trust is aware of the
position of the Securities and Exchange Commission as set
forth in the Investment Company Act Release No. IC-11330.
Therefore, the Trust undertakes that in addition to
complying with the applicable provisions of this Agreement,
in the absence of a final decision on the merits by a court
or other body before which the proceeding was brought, that
an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based
upon factual review has been made (i) by a majority vote of
a quorum of non-party Disinterested Trustees, or (ii) by
independent legal counsel in a written opinion that the
indemnitee was not liable for an act of willful misfeasance,
bad faith, gross negligence or reckless disregard of duties.
The Trust further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking
for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Trustee,
FSC or controlling person of the Trust will not be made
absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Trust is insured against losses
arising by reason of any lawful advances; or (iii) a
majority of a quorum of non-party Disinterested Trustees or
independent legal counsel in a written opinion makes a
factual determination that there is reason to believe the
indemnitee will be entitled to indemnification.

          11.       FSC is hereby expressly put on notice of
the limitation of liability as set forth in Article XI of
the Declaration of Trust and agrees that the obligations
assumed by the Trust pursuant to this Agreement shall be
limited in any case to the Trust and its assets and FSC
shall not seek satisfaction of any such obligation from the
shareholders of the Trust, the Trustees, officers, employees
or agents of the Trust, or any of them.

          12.       If at any time the Shares of any Fund
are offered in two or more Classes, FSC agrees to adopt
compliance standards as to when a class of shares may be
sold to particular investors.

          13.       This Agreement will become binding on
the parties hereto upon the execution of the attached
exhibits to the Agreement.



                             -1-
                          Exhibit A
                           to the
                   Distributor's Contract

                 SHORT-TERM MUNICIPAL TRUST

                 Short-Term Municipal Trust
                    Institutional Shares


     In consideration of the mutual covenants set forth in
the Distributor's Contract dated June 1, 1993 between Short-
Term Municipal Trust and Federated Securities Corp., Short-
Term 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,
1993.



ATTEST:                       SHORT-TERM MUNICIPAL TRUST



 /s/ S. Elliott Cohan                        By: /s/ Glen R.
Johnson
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


 /s/ S. Elliott Cohan                        By: /s/ John W.
McGonigle
                              Secretary
Executive Vice President
(SEAL)




                             -1-
                          Exhibit B
                           to the
                   Distributor's Contract

                 SHORT-TERM MUNICIPAL TRUST

                 Short-Term Municipal Trust
                Institutional Service Shares


     The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 1st day of
June, 1993, between Short-Term 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 Classes ("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 0.25 of 1% of the average
aggregate net asset value of the shares of the Short-Term
Municipal Trust Institutional Service 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 June 1, 1993 between Short-
Term Municipal Trust and Federated Securities Corp., Short-
Term 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,
1993.

ATTEST:                       SHORT-TERM MUNICIPAL TRUST

 /s/ S. Elliott Cohan                        By: /s/ Glen R.
Johnson
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


 /s/ S. Elliott Cohan                        By: /s/ John W.
McGonigle
          Secretary                     Executive Vice
President
(SEAL)





                                   Exhibit 8 under Form N-1A
                            Exhibit 10 under Item 601/RegS-K


                      CUSTODIAN CONTRACT
                            Between
                               
                FEDERATED INVESTMENT COMPANIES
                              and
              STATE STREET BANK AND TRUST COMPANY
                              and
                  FEDERATED SERVICES COMPANY
                               
                       TABLE OF CONTENTS



Page
1.    Employment of Custodian and Property to be Held by It1
2.    Duties of the Custodian With Respect to Property
      of the Funds Held by the Custodian                   2
       2.1                                Holding Securities
   2
       2.2                            Delivery of Securities
   2
       2.3                        Registration of Securities
   5
       2.4                                     Bank Accounts
   6
       2.5                               Payments for Shares
   7
       2.6                     Availability of Federal Funds
   7
       2.7                              Collection of Income
   7
       2.8                            Payment of Fund Moneys
   8
       2.9               Liability for Payment in Advance of
       Receipt of Securities Purchased.                    9
       2.10          Payments for Repurchases or Redemptions
       of Shares of a Fund                                 9
       2.11                            Appointment of Agents
   10
       2.12      Deposit of Fund Assets in Securities System
   10
       2.13                               Segregated Account
   12
       2.14                      Joint Repurchase Agreements
   13
       2.15          Ownership Certificates for Tax Purposes
   13
       2.16                                          Proxies
   13
       2.17Communications Relating to Fund Portfolio Securit
   ies13
       2.18                              Proper Instructions
   14
       2.19      Actions Permitted Without Express Authority
   14
       2.20                            Evidence of Authority
   15
       2.21Notice to Trust by Custodian Regarding Cash Movem
   ent.                                                  15
3.    Duties of Custodian With Respect to the Books of
   Account and
       Calculation of Net Asset Value and Net Income      15
4.    Records                                             16
5.    Opinion of Funds' Independent Public
   Accountants/Auditors                                  16
6.    Reports to Trust by Independent Public
   Accountants/Auditors                                  17
7.    Compensation of Custodian                           17
8.    Responsibility of Custodian                         17
9.    Effective Period, Termination and Amendment         19
10.   Successor Custodian                                 20
11.   Interpretive and Additional Provisions              21
12.   Massachusetts Law to Apply                          22
13.   Notices                                             22
14.   Counterparts                                        22
15.   Limitations of Liability                            22

                      CUSTODIAN CONTRACT

 This Contract between those INVESTMENT COMPANIES listed on
Exhibit 1, as it may be amended from time to time, (the
"Trust"), which may be Massachusetts business trusts or
Maryland corporations or have such other form of
organization as may be indicated, on behalf of the
portfolios (hereinafter collectively called the "Funds" and
individually referred to as a "Fund") of the Trust, having
its principal place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, having its principal place of business at 225
Franklin Street, Boston, Massachusetts, 02110, hereinafter
called the "Custodian", and FEDERATED SERVICES COMPANY, a
Delaware Business trust company, having its principal place
of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, hereinafter called ("Company").

WITNESSETH:  That in consideration of the mutual covenants a
nd agreements hereinafter contained, the parties hereto
agree as follows:

1. Employment of Custodian and Property to be Held by It

   The Trust hereby employs the Custodian as the custodian
   of the assets of each of the Funds of the Trust.  Except
   as otherwise expressly provided herein, the securities
   and other assets of each of the Funds shall be segregated
   from the assets of each of the other Funds and from all
   other persons and entities.  The Trust will deliver to
   the Custodian all securities and cash owned by the Funds
   and all payments of income, payments of principal or
   capital distributions received by them with respect to
   all securities owned by the Funds from time to time, and
   the cash consideration received by them for shares
   ("Shares") of beneficial interest/capital stock of the
   Funds as may be issued or sold from time to time.  The
   Custodian shall not be responsible for any property of
   the Funds held or received by the Funds and not delivered
   to the Custodian.

   Upon receipt of "Proper Instructions" (within the meaning
   of Section 2.18), the Custodian shall from time to time
   employ one or more sub-custodians upon the terms
   specified in the Proper Instructions, provided that the
   Custodian shall have no more or less responsibility or
   liability to the Trust or any of the Funds on account of
   any actions or omissions of any sub-custodian so employed
   than any such sub-custodian has to the Custodian.

2.Duties of the Custodian With Respect to Property of the Fu
   nds Held by the Custodian

   2.1Holding Securities.  The Custodian shall hold and phys
       ically segregate for the account of each Fund all non-
       cash property, including all securities owned by each
       Fund, other than securities which are maintained
       pursuant to Section 2.12 in a clearing agency which
       acts as a securities depository or in a book-entry
       system authorized by the U.S. Department of the
       Treasury, collectively referred to herein as
       "Securities System", or securities which are subject
       to a joint repurchase agreement with affiliated funds
       pursuant to Section 2.14.  The Custodian shall
       maintain records of all receipts, deliveries and
       locations of such securities, together with a current
       inventory thereof, and shall conduct periodic
       physical inspections of certificates representing
       stocks, bonds and other securities held by it under
       this Contract in such manner as the Custodian shall
       determine from time to time to be advisable in order
       to verify the accuracy of such inventory.  With
       respect to securities held by any agent appointed
       pursuant to Section 2.11 hereof, and with respect to
       securities held by any sub-custodian appointed
       pursuant to Section 1 hereof, the Custodian may rely
       upon certificates from such agent as to the holdings
       of such agent and from such sub-custodian as to the
       holdings of such sub-custodian, it being understood
       that such reliance in no way relieves the Custodian
       of its responsibilities under this Contract.  The
       Custodian will promptly report to the Trust the
       results of such inspections, indicating any shortages
       or discrepancies uncovered thereby, and take
       appropriate action to remedy any such shortages or
       discrepancies.

   2.2Delivery of Securities.  The Custodian shall release a
       nd deliver securities owned by a Fund held by the
       Custodian or in a Securities System account of the
       Custodian only upon receipt of Proper Instructions,
       which may be continuing instructions when deemed
       appropriate by the parties, and only in the following
       cases:

       (1)Upon sale of such securities for the account of a
           Fund and receipt of payment therefor;

       (2)Upon the receipt of payment in connection with any
           repurchase agreement related to such securities
           entered into by the Trust;

       (3)In the case of a sale effected through a Securitie
           s System, in accordance with the provisions of
           Section 2.12 hereof;

       (4)To the depository agent in connection with tender
           or other similar offers for portfolio securities
           of a Fund, in accordance with the provisions of
           Section 2.17 hereof;

       (5)To the issuer thereof or its agent when such secur
           ities are called, redeemed, retired or otherwise
           become payable; provided that, in any such case,
           the cash or other consideration is to be
           delivered to the Custodian;

       (6)To the issuer thereof, or its agent, for transfer
           into the name of a Fund or into the name of any
           nominee or nominees of the Custodian or into the
           name or nominee name of any agent appointed
           pursuant to Section 2.11 or into the name or
           nominee name of any sub-custodian appointed
           pursuant to Section 1; or for exchange for a
           different number of bonds, certificates or other
           evidence representing the same aggregate face
           amount or number of units; provided that, in any
           such case, the new securities are to be delivered
           to the Custodian;

       (7)Upon the sale of such securities for the account o
           f a Fund, to the broker or its clearing agent,
           against a receipt, for examination in accordance
           with "street delivery custom"; provided that in
           any such case, the Custodian shall have no
           responsibility or liability for any loss arising
           from the delivery of such securities prior to
           receiving payment for such securities except as
           may arise from the Custodian's own failure to act
           in accordance with the standard of reasonable
           care or any higher standard of care imposed upon
           the Custodian by any applicable law or regulation
           if such above-stated standard of reasonable care
           were not part of this Contract;

       (8)For exchange or conversion pursuant to any plan of
           merger, consolidation, recapitalization,
           reorganization or readjustment of the securities
           of the issuer of such securities, or pursuant to
           provisions for conversion contained in such
           securities, or pursuant to any deposit agreement;
           provided that, in any such case, the new
           securities and cash, if any, are to be delivered
           to the Custodian;

       (9)In the case of warrants, rights or similar securit
           ies, the surrender thereof in the exercise of
           such warrants, rights or similar securities or
           the surrender of interim receipts or temporary
           securities for definitive securities; provided
           that, in any such case, the new securities and
           cash, if any, are to be delivered to the
           Custodian;

       (10)For delivery in connection with any loans of port
           folio securities of a Fund, but only against
           receipt of adequate collateral in the form of (a)
           cash, in an amount specified by the Trust, (b)
           certificated securities of a description
           specified by the Trust, registered in the name of
           the Fund or in the name of a nominee of the
           Custodian referred to in Section 2.3 hereof or in
           proper form for transfer, or (c) securities of a
           description specified by the Trust, transferred
           through a Securities System in accordance with
           Section 2.12 hereof;

       (11)For delivery as security in connection with any b
           orrowings requiring a pledge of assets by a Fund,
           but only against receipt of amounts borrowed,
           except that in cases where additional collateral
           is required to secure a borrowing already made,
           further securities may be released for the
           purpose;

       (12)For delivery in accordance with the provisions of
           any agreement among the Trust or a Fund, the
           Custodian and a broker-dealer registered under
           the Securities Exchange Act of 1934, as amended,
           (the "Exchange Act") and a member of The National
           Association of Securities Dealers, Inc. ("NASD"),
           relating to compliance with the rules of The
           Options Clearing Corporation and of any
           registered national securities exchange, or of
           any similar organization or organizations,
           regarding escrow or other arrangements in
           connection with transactions for a Fund;

       (13)For delivery in accordance with the provisions of
           any agreement among the Trust or a Fund, the
           Custodian, and a Futures Commission Merchant
           registered under the Commodity Exchange Act,
           relating to compliance with the rules of the
           Commodity Futures Trading Commission and/or any
           Contract Market, or any similar organization or
           organizations, regarding account deposits in
           connection with transaction for a Fund;

       (14)Upon receipt of instructions from the transfer ag
           ent ("Transfer Agent") for a Fund, for delivery
           to such Transfer Agent or to the holders of
           shares in connection with distributions in kind,
           in satisfaction of requests by holders of Shares
           for repurchase or redemption; and

       (15)For any other proper corporate purpose, but only
           upon receipt of, in addition to Proper
           Instructions, a certified copy of a resolution of
           the Executive Committee of the Trust on behalf of
           a Fund signed by an officer of the Trust and
           certified by its Secretary or an Assistant
           Secretary, specifying the securities to be
           delivered, setting forth the purpose for which
           such delivery is to be made, declaring such
           purpose to be a proper corporate purpose, and
           naming the person or persons to whom delivery of
           such securities shall be made.

   2.3 Registration of Securities.  Securities held by the C
       ustodian (other than bearer securities) shall be
       registered in the name of a particular Fund or in the
       name of any nominee of the Fund or of any nominee of
       the Custodian which nominee shall be assigned
       exclusively to the Fund, unless the Trust has
       authorized in writing the appointment of a nominee to
       be used in common with other registered investment
       companies affiliated with the Fund, or in the name or
       nominee name of any agent appointed pursuant to
       Section 2.11 or in the name or nominee name of any
       sub-custodian appointed pursuant to Section 1.  All
       securities accepted by the Custodian on behalf of a
       Fund under the terms of this Contract shall be in
       "street name" or other good delivery form.

   2.4 Bank Accounts.  The Custodian shall open and maintain
       a separate bank account or accounts in the name of
       each Fund, subject only to draft or order by the
       Custodian acting pursuant to the terms of this
       Contract, and shall hold in such account or accounts,
       subject to the provisions hereof, all cash received
       by it from or for the account of each Fund, other
       than cash maintained in a joint repurchase account
       with other affiliated funds pursuant to Section 2.14
       of this Contract or by a particular Fund in a bank
       account established and used in accordance with
       Rule 17f-3 under the Investment Company Act of 1940,
       as amended, (the "1940 Act").  Funds held by the
       Custodian for a Fund may be deposited by it to its
       credit as Custodian in the Banking Department of the
       Custodian or in such other banks or trust companies
       as it may in its discretion deem necessary or
       desirable; provided, however, that every such bank or
       trust company shall be qualified to act as a
       custodian under the 1940 Act and that each such bank
       or trust company and the funds to be deposited with
       each such bank or trust company shall be approved by
       vote of a majority of the Board of Trustees/Directors
       ("Board") of the Trust.  Such funds shall be
       deposited by the Custodian in its capacity as
       Custodian for the Fund and shall be withdrawable by
       the Custodian only in that capacity.  If requested by
       the Trust, the Custodian shall furnish the Trust, not
       later than twenty (20) days after the last business
       day of each month, an internal reconciliation of the
       closing balance as of that day in all accounts
       described in this section to the balance shown on the
       daily cash report for that day rendered to the Trust.

   2.5Payments for Shares.  The Custodian shall make such ar
       rangements with the Transfer Agent of each Fund, as
       will enable the Custodian to receive the cash
       consideration due to each Fund and will deposit into
       each Fund's account such payments as are received
       from the Transfer Agent.  The Custodian will provide
       timely notification to the Trust and the Transfer
       Agent of any receipt by it of payments for Shares of
       the respective Fund.

   2.6Availability of Federal Funds.  Upon mutual agreement
       between the Trust and the Custodian, the Custodian
       shall make federal funds available to the Funds as of
       specified times agreed upon from time to time by the
       Trust and the Custodian in the amount of checks,
       clearing house funds, and other non-federal funds
       received in payment for Shares of the Funds which are
       deposited into the Funds' accounts.

   2.7                                 Collection of Income.

       (1)The Custodian shall collect on a timely basis all
           income and other payments with respect to
           registered securities held hereunder to which
           each Fund shall be entitled either by law or
           pursuant to custom in the securities business,
           and shall collect on a timely basis all income
           and other payments with respect to bearer
           securities if, on the date of payment by the
           issuer, such securities are held by the Custodian
           or its agent thereof and shall credit such
           income, as collected, to each Fund's custodian
           account.  Without limiting the generality of the
           foregoing, the Custodian shall detach and present
           for payment all coupons and other income items
           requiring presentation as and when they become
           due and shall collect interest when due on
           securities held hereunder.  The collection of
           income due the Funds on securities loaned
           pursuant to the provisions of Section 2.2 (10)
           shall be the responsibility of the Trust.  The
           Custodian will have no duty or responsibility in
           connection therewith, other than to provide the
           Trust with such information or data as may be
           necessary to assist the Trust in arranging for
           the timely delivery to the Custodian of the
           income to which each Fund is properly entitled.

       (2)The Custodian shall promptly notify the Trust when
           ever income due on securities is not collected in
           due course and will provide the Trust with
           monthly reports of the status of past due income
           unless the parties otherwise agree.

   2.8Payment of Fund Moneys.  Upon receipt of Proper Instru
       ctions, which may be continuing instructions when
       deemed appropriate by the parties, the Custodian
       shall pay out moneys of each Fund in the following
       cases only:

       (1)Upon the purchase of securities, futures contracts
           or options on futures contracts for the account
           of a Fund but only (a) against the delivery of
           such securities, or evidence of title to futures
           contracts, to the Custodian (or any bank, banking
           firm or trust company doing business in the
           United States or abroad which is qualified under
           the 1940 Act to act as a custodian and has been
           designated by the Custodian as its agent for this
           purpose) registered in the name of the Fund or in
           the name of a nominee of the Custodian referred
           to in Section 2.3 hereof or in proper form for
           transfer, (b) in the case of a purchase effected
           through a Securities System, in accordance with
           the conditions set forth in Section 2.12 hereof
           or (c) in the case of repurchase agreements
           entered into between the Trust and any other
           party, (i) against delivery of the securities
           either in certificate form or through an entry
           crediting the Custodian's account at the Federal
           Reserve Bank with such securities or (ii) against
           delivery of the receipt evidencing purchase for
           the account of the Fund of securities owned by
           the Custodian along with written evidence of the
           agreement by the Custodian to repurchase such
           securities from the Fund;

       (2)In connection with conversion, exchange or surrend
           er of securities owned by a Fund as set forth in
           Section 2.2 hereof;

       (3)For the redemption or repurchase of Shares of a Fu
           nd issued by the Trust as set forth in Section
           2.10 hereof;

       (4)For the payment of any expense or liability incurr
           ed by a Fund, including but not limited to the
           following payments for the account of the Fund:
           interest; taxes; management, accounting, transfer
           agent and legal fees; and operating expenses of
           the Fund, whether or not such expenses are to be
           in whole or part capitalized or treated as
           deferred expenses;

       (5)For the payment of any dividends on Shares of a Fu
           nd declared pursuant to the governing documents
           of the Trust;

       (6)For payment of the amount of dividends received in
           respect of securities sold short;

       (7)For any other proper purpose, but only upon receip
           t of, in addition to Proper Instructions, a
           certified copy of a resolution of the Executive
           Committee of the Trust on behalf of a Fund
           signed by an officer of the Trust and certified
           by its Secretary or an Assistant Secretary,
           specifying the amount of such payment, setting
           forth the purpose for which such payment is to be
           made, declaring such purpose to be a proper
           purpose, and naming the person or persons to whom
           such payment is to be made.

   2.9Liability for Payment in Advance of Receipt of Securit
       ies Purchased.  In any and every case where payment
       for purchase of securities for the account of a Fund
       is made by the Custodian in advance of receipt of the
       securities purchased, in the absence of specific
       written instructions from the Trust to so pay in
       advance, the Custodian shall be absolutely liable to
       the Fund for such securities to the same extent as if
       the securities had been received by the Custodian.

   2.10Payments for Repurchases or Redemptions of Shares of
       a Fund.  From such funds as may be available for the
       purpose of repurchasing or redeeming Shares of a
       Fund, but subject to the limitations of the
       Declaration of Trust/Articles of Incorporation and
       any applicable votes of the Board of the Trust
       pursuant thereto, the Custodian shall, upon receipt
       of instructions from the Transfer Agent, make funds
       available for payment to holders of shares of such
       Fund who have delivered to the Transfer Agent a
       request for redemption or repurchase of their shares
       including without limitation through bank drafts,
       automated clearinghouse facilities, or by other
       means.  In connection with the redemption or
       repurchase of Shares of the Funds, the Custodian is
       authorized upon receipt of instructions from the
       Transfer Agent to wire funds to or through a
       commercial bank designated by the redeeming
       shareholders.

   2.11Appointment of Agents.  The Custodian may at any time
       or times in its discretion appoint (and may at any
       time remove) any other bank or trust company which is
       itself qualified under the 1940 Act and any
       applicable state law or regulation, to act as a
       custodian, as its agent to carry out such of the
       provisions of this Section 2 as the Custodian may
       from time to time direct; provided, however, that the
       appointment of any agent shall not relieve the
       Custodian of its responsibilities or liabilities
       hereunder.

   2.12Deposit of Fund Assets in Securities System.  The Cus
       todian may deposit and/or maintain securities owned
       by the Funds in a clearing agency registered with the
       Securities and Exchange Commission ("SEC") under
       Section 17A of the Exchange Act, which acts as a
       securities depository, or in the book-entry system
       authorized by the U.S. Department of the Treasury and
       certain federal agencies, collectively referred to
       herein as "Securities System" in accordance with
       applicable Federal Reserve Board and SEC rules and
       regulations, if any, and subject to the following
       provisions:

       (1)The Custodian may keep securities of each Fund in a Securities System
           provided that such securities are represented in an account 
           ("Account")
           of the Custodian in the Securities System which shall not include any
           assets of the Custodian other than assets held as a fiduciary,
           custodian or otherwise for customers;

       (2)The records of the Custodian with respect to securities of the Funds
           which are maintained in a Securities System shall identify by book-
           entry those securities belonging to each Fund;

       (3)The Custodian shall pay for securities purchased for the account 
           of each
           Fund upon (i) receipt of advice from the Securities System that such
           securities have been transferred to the Account, and (ii) the 
           making of
           an entry on the records of the Custodian to reflect such payment and
           transfer for the account of the Fund.  The Custodian shall transfer
           securities sold for the account of a Fund upon (i) receipt of advice
           from the Securities System that payment for such securities has been
           transferred to the Account, and (ii) the making of an entry on the
           records of the Custodian to reflect such transfer and payment for the
           account of the Fund.  Copies of all advices from the Securities 
           System
           of transfers of securities for the account of a Fund shall 
           identify the
           Fund, be maintained for the Fund by the Custodian and be provided to
           the Trust at its request.  Upon request, the Custodian shall furnish
           the Trust confirmation of each transfer to or from the account of a
           Fund in the form of a written advice or notice and shall furnish 
           to the
           Trust copies of daily transaction sheets reflecting each day's
           transactions in the Securities System for the account of a Fund.

       (4)The Custodian shall provide the Trust with any report obtained by the
           Custodian on the Securities System's accounting system, internal
           accounting control and procedures for safeguarding securities 
           deposited
           in the Securities System;

       (5)The Custodian shall have received the initial certificate, required by
           Section 9 hereof;

       (6)Anything to the contrary in this Contract notwithstanding, the 
           Custodian
           shall be liable to the Trust for any loss or damage to a Fund 
           resulting
           from use of the Securities System by reason of any negligence,
           misfeasance or misconduct of the Custodian or any of its agents or of
           any of its or their employees or from failure of the Custodian or any
           such agent to enforce effectively such rights as it may have against
           the Securities System; at the election of the Trust, it shall be
           entitled to be subrogated to the rights of the Custodian with respect
           to any claim against the Securities System or any other person which
           the Custodian may have as a consequence of any such loss or damage if
           and to the extent that a Fund has not been made whole for any such 
           loss
           or damage.

       (7)The authorization contained in this Section 2.12 shall not relieve the
           Custodian from using reasonable care and diligence in making use 
           of any
           Securities System.

   2.13Segregated Account.  The Custodian shall upon receipt
       of Proper Instructions establish and maintain a
       segregated account or accounts for and on behalf of
       each Fund, into which account or accounts may be
       transferred cash and/or securities, including
       securities maintained in an account by the Custodian
       pursuant to Section 2.12 hereof, (i) in accordance
       with the provisions of any agreement among the Trust,
       the Custodian and a broker-dealer registered under
       the Exchange Act and a member of the NASD (or any
       futures commission merchant registered under the
       Commodity Exchange Act), relating to compliance with
       the rules of The Options Clearing Corporation and of
       any registered national securities exchange (or the
       Commodity Futures Trading Commission or any
       registered contract market), or of any similar
       organization or organizations, regarding escrow or
       other arrangements in connection with transactions
       for a Fund, (ii) for purpose of segregating cash or
       government securities in connection with options
       purchased, sold or written for a Fund or commodity
       futures contracts or options thereon purchased or
       sold for a Fund, (iii) for the purpose of compliance
       by the Trust or a Fund with the procedures required
       by any release or releases of the SEC relating to the
       maintenance of segregated accounts by registered
       investment companies and (iv) for other proper
       corporate purposes, but only, in the case of clause
       (iv), upon receipt of, in addition to Proper
       Instructions, a certified copy of a resolution of the
       Board or of the Executive Committee signed by an
       officer of the Trust and certified by the Secretary
       or an Assistant Secretary, setting forth the purpose
       or purposes of such segregated account and declaring
       such purposes to be proper corporate purposes.

   2.14Joint Repurchase Agreements.  Upon the receipt of Pro
       per Instructions, the Custodian shall deposit and/or
       maintain any assets of a Fund and any affiliated
       funds which are subject to joint repurchase
       transactions in an account established solely for
       such transactions for the Fund and its affiliated
       funds.  For purposes of this Section 2.14,
       "affiliated funds" shall include all investment
       companies and their portfolios for which subsidiaries
       or affiliates of Federated Investors serve as
       investment advisers, distributors or administrators
       in accordance with applicable exemptive orders from
       the SEC.  The requirements of segregation set forth
       in Section 2.1 shall be deemed to be waived with
       respect to such assets.

   2.15Ownership Certificates for Tax Purposes.  The Custodi
       an shall execute ownership and other certificates and
       affidavits for all federal and state tax purposes in
       connection with receipt of income or other payments
       with respect to securities of a Fund held by it and
       in connection with transfers of securities.

   2.16Proxies.  The Custodian shall, with respect to the se
       curities held hereunder, cause to be promptly
       executed by the registered holder of such securities,
       if the securities are registered otherwise than in
       the name of a Fund or a nominee of a Fund, all
       proxies, without indication of the manner in which
       such proxies are to be voted, and shall promptly
       deliver to the Trust such proxies, all proxy
       soliciting materials and all notices relating to such
       securities.

   2.17Communications Relating to Fund Portfolio Securities.
       The Custodian shall transmit promptly to the Trust
       all written information (including, without
       limitation, pendency of calls and maturities of
       securities and expirations of rights in connection
       therewith and notices of exercise of call and put
       options written by the Fund and the maturity of
       futures contracts purchased or sold by the Fund)
       received by the Custodian from issuers of the
       securities being held for the Fund.  With respect to
       tender or exchange offers, the Custodian shall
       transmit promptly to the Trust all written
       information received by the Custodian from issuers of
       the securities whose tender or exchange is sought and
       from the party (or his agents) making the tender or
       exchange offer.  If the Trust desires to take action
       with respect to any tender offer, exchange offer or
       any other similar transaction, the Trust shall notify
       the Custodian in writing at least three business days
       prior to the date on which the Custodian is to take
       such action.  However, the Custodian shall
       nevertheless exercise its best efforts to take such
       action in the event that notification is received
       three business days or less prior to the date on
       which action is required.

   2.18Proper Instructions.  Proper Instructions as used thr
       oughout this Section 2 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
       Custodian reasonably believes them to have been given
       by a person previously authorized in Proper
       Instructions to give such instructions with respect
       to the transaction involved, and (b) the Trust
       promptly causes such oral instructions to be
       confirmed in writing.  Upon receipt of a certificate
       of the Secretary or an Assistant Secretary as to the
       authorization by the Board of the Trust accompanied
       by a detailed description of procedures approved by
       the Board, Proper Instructions may include
       communications effected directly between electro-
       mechanical or electronic devices provided that the
       Board and the Custodian are satisfied that such
       procedures afford adequate safeguards for a Fund's
       assets.

   2.19Actions Permitted Without Express Authority.  The Cus
       todian may in its discretion, without express
       authority from the Trust:

       (1)make payments to itself or others for minor expens
           es of handling securities or other similar items
           relating to its duties under this Contract,
           provided that all such payments shall be
           accounted for to the Trust in such form that it
           may be allocated to the affected Fund;

       (2)surrender securities in temporary form for securit
           ies in definitive form;

       (3)endorse for collection, in the name of a Fund, che
           cks, drafts and other negotiable instruments; and

       (4)in general, attend to all non-discretionary detail
           s in connection with the sale, exchange,
           substitution, purchase, transfer and other
           dealings with the securities and property of each
           Fund except as otherwise directed by the Trust.

   2.20Evidence of Authority.  The Custodian shall be protec
       ted in acting upon any instructions, notice, request,
       consent, certificate or other instrument or paper
       reasonably believed by it to be genuine and to have
       been properly executed on behalf of a Fund.  The
       Custodian may receive and accept a certified copy of
       a vote of the Board of the Trust as conclusive
       evidence (a) of the authority of any person to act in
       accordance with such vote or (b) of any determination
       of or any action by the Board pursuant to the
       Declaration of Trust/Articles of Incorporation as
       described in such vote, and such vote may be
       considered as in full force and effect until receipt
       by the Custodian of written notice to the contrary.

   2.21Notice to Trust by Custodian Regarding Cash Movement.
       The Custodian will provide timely notification to the
       Trust of any receipt of cash, income or payments to
       the Trust and the release of cash or payment by the
       Trust.

3.Duties of Custodian With Respect to the Books of Account a
   nd Calculation of Net Asset Value and Net Income.

The Custodian shall cooperate with and supply necessary info
   rmation to the entity or entities appointed by the Board
   of the Trust to keep the books of account of each Fund
   and/or compute the net asset value per share of the
   outstanding Shares of each Fund or, if directed in
   writing to do so by the Trust, shall itself keep such
   books of account and/or compute such net asset value per
   share.  If so directed, the Custodian shall also
   calculate daily the net income of a Fund as described in
   the Fund's currently effective prospectus and Statement
   of Additional Information ("Prospectus") and shall advise
   the Trust and the Transfer Agent daily of the total
   amounts of such net income and, if instructed in writing
   by an officer of the Trust to do so, shall advise the
   Transfer Agent periodically of the division of such net
   income among its various components.  The calculations of
   the net asset value per share and the daily income of a
   Fund shall be made at the time or times described from
   time to time in the Fund's currently effective
   Prospectus.

4.                                                  Records.

   The Custodian shall create and maintain all records
   relating to its activities and obligations under this
   Contract in such manner as will meet the obligations of
   the Trust and the Funds under the 1940 Act, with
   particular attention to Section 31 thereof and Rules 31a-
   1 and 31a-2 thereunder, and specifically including
   identified cost records used for tax purposes.  All such
   records shall be the property of the Trust and shall at
   all times during the regular business hours of the
   Custodian be open for inspection by duly authorized
   officers, employees or agents of the Trust and employees
   and agents of the SEC.  In the event of termination of
   this Contract, the Custodian will deliver all such
   records to the Trust, to a successor Custodian, or to
   such other person as the Trust may direct.  The Custodian
   shall supply daily to the Trust a tabulation of
   securities owned by a Fund and held by the Custodian and
   shall, when requested to do so by the Trust and for such
   compensation as shall be agreed upon between the Trust
   and the Custodian, include certificate numbers in such
   tabulations.

5. Opinion of Funds' Independent Public
   Accountants/Auditors.

   The Custodian shall take all reasonable action, as the
   Trust may from time to time request, to obtain from year
   to year favorable opinions from each Fund's independent
   public accountants/auditors with respect to its
   activities hereunder in connection with the preparation
   of the Fund's registration statement, periodic reports,
   or any other reports to the SEC and with respect to any
   other requirements of such Commission.

6. Reports to Trust by Independent Public
   Accountants/Auditors.

   The Custodian shall provide the Trust, at such times as
   the Trust may reasonably require, with reports by
   independent public accountants/auditors for each Fund on
   the accounting system, internal accounting control and
   procedures for safeguarding securities, futures contracts
   and options on futures contracts, including securities
   deposited and/or maintained in a Securities System,
   relating to the services provided by the Custodian for
   the Fund under this Contract; such reports shall be of
   sufficient scope and in sufficient detail, as may
   reasonably be required by the Trust, to provide
   reasonable assurance that any material inadequacies would
   be disclosed by such examination and, if there are no
   such inadequacies, the reports shall so state.

7. Compensation of Custodian.

   The Custodian shall be entitled to reasonable
   compensation for its services and expenses as Custodian,
   as agreed upon from time to time between Company and the
   Custodian.

8. Responsibility of Custodian.

   The Custodian shall be held to a standard of reasonable
   care in carrying out the provisions of this Contract;
   provided, however, that the Custodian shall be held to
   any higher standard of care which would be imposed upon
   the Custodian by any applicable law or regulation if such
   above stated standard of reasonable care was not part of
   this Contract.  The Custodian shall be entitled to rely
   on and may act upon advice of counsel (who may be counsel
   for the Trust) on all matters, and shall be without
   liability for any action reasonably taken or omitted
   pursuant to such advice, provided that such action is not
   in violation of applicable federal or state laws or
   regulations, and is in good faith and without negligence.
   Subject to the limitations set forth in Section 15
   hereof, the Custodian shall be kept indemnified by the
   Trust but only from the assets of the Fund involved in
   the issue at hand and be without liability for any action
   taken or thing done by it in carrying out the terms and
   provisions of this Contract in accordance with the above
   standards.

   In order that the indemnification provisions contained in
   this Section 8 shall apply, however, it is understood
   that if in any case the Trust may be asked to indemnify
   or save the Custodian harmless, the Trust shall be fully
   and promptly advised of all pertinent facts concerning
   the situation in question, and it is further understood
   that the Custodian will use all reasonable care to
   identify and notify the Trust promptly concerning any
   situation which presents or appears likely to present the
   probability of such a claim for indemnification.  The
   Trust shall have the option to defend the Custodian
   against any claim which may be the subject of this
   indemnification, and in the event that the Trust so
   elects it will so notify the Custodian and thereupon the
   Trust shall take over complete defense of the claim, and
   the Custodian shall in such situation initiate no further
   legal or other expenses for which it shall seek
   indemnification under this Section.  The Custodian shall
   in no case confess any claim or make any compromise in
   any case in which the Trust will be asked to indemnify
   the Custodian except with the Trust's prior written
   consent.

   Notwithstanding the foregoing, the responsibility of the
   Custodian with respect to redemptions effected by check
   shall be in accordance with a separate Agreement entered
   into between the Custodian and the Trust.

   If the Trust requires the Custodian to take any action
   with respect to securities, which action involves the
   payment of money or which action may, in the reasonable
   opinion of the Custodian, result in the Custodian or its
   nominee assigned to a Fund being liable for the payment
   of money or incurring liability of some other form, the
   Custodian may request the Trust, as a prerequisite to
   requiring the Custodian to take such action, to provide
   indemnity to the Custodian in an amount and form
   satisfactory to the Custodian.

   Subject to the limitations set forth in Section 15
   hereof, the Trust  agrees to indemnify and hold harmless
   the Custodian and its nominee from and against all taxes,
   charges, expenses, assessments, claims and liabilities
   (including counsel fees) (referred to herein as
   authorized charges) incurred or assessed against it or
   its nominee in connection with the performance of this
   Contract, except such as may arise from it or its
   nominee's own failure to act in accordance with the
   standard of reasonable care or any higher standard of
   care which would be imposed upon the Custodian by any
   applicable law or regulation if such above-stated
   standard of reasonable care were not part of this
   Contract.  To secure any authorized charges and any
   advances of cash or securities made by the Custodian to
   or for the benefit of a Fund for any purpose which
   results in the Fund incurring an overdraft at the end of
   any business day or for extraordinary or emergency
   purposes during any business day, the Trust hereby grants
   to the Custodian a security interest in and pledges to
   the Custodian securities held for the Fund by the
   Custodian, in an amount not to exceed 10 percent of the
   Fund's gross assets, the specific securities to be
   designated in writing from time to time by the Trust or
   the Fund's investment adviser.  Should the Trust fail to
   make such designation, or should it instruct the
   Custodian to make advances exceeding the percentage
   amount set forth above and should the Custodian do so,
   the Trust hereby agrees that the Custodian shall have a
   security interest in all securities or other property
   purchased for a Fund with the advances by the Custodian,
   which securities or property shall be deemed to be
   pledged to the Custodian, and the written instructions of
   the Trust instructing their purchase shall be considered
   the requisite description and designation of the property
   so pledged for purposes of the requirements of the
   Uniform Commercial Code.  Should the Trust fail to cause
   a Fund to repay promptly any authorized charges or
   advances of cash or securities, subject to the provision
   of the second paragraph of this Section 8 regarding
   indemnification, the Custodian shall be entitled to use
   available cash and to dispose of pledged securities and
   property as is necessary to repay any such advances.

9. Effective Period, Termination and Amendment.

   This Contract shall become effective as of its execution,
   shall continue in full force and effect until terminated
   as hereinafter provided, may be amended at any time by
   mutual agreement of the parties hereto and may be
   terminated by either party by an instrument in writing
   delivered or mailed, postage prepaid to the other party,
   such termination to take effect not sooner than sixty
   (60) days after the date of such delivery or mailing;
   provided, however that the Custodian shall not act under
   Section 2.12 hereof in the absence of receipt of an
   initial certificate of the Secretary or an Assistant
   Secretary that the Board of the Trust has approved the
   initial use of a particular Securities System as required
   in each case by Rule 17f-4 under the 1940 Act; provided
   further, however, that the Trust shall not amend or
   terminate this Contract in contravention of any
   applicable federal or state regulations, or any provision
   of the Declaration of Trust/Articles of Incorporation,
   and further provided, that the Trust may at any time by
   action of its Board (i) substitute another bank or trust
   company for the Custodian by giving notice as described
   above to the Custodian, or (ii) immediately terminate
   this Contract in the event of the appointment of a
   conservator or receiver for the Custodian by the
   appropriate banking regulatory agency or upon the
   happening of a like event at the direction of an
   appropriate regulatory agency or court of competent
   jurisdiction.

   Upon termination of the Contract, the Trust shall pay to
   the Custodian such compensation as may be due as of the
   date of such termination and shall likewise reimburse the
   Custodian for its costs, expenses and disbursements.

10.                                     Successor Custodian.

   If a successor custodian shall be appointed by the Board
   of the Trust, the Custodian shall, upon termination,
   deliver to such successor custodian at the office of the
   Custodian, duly endorsed and in the form for transfer,
   all securities then held by it hereunder for each Fund
   and shall transfer to separate accounts of the successor
   custodian all of each Fund's securities held in a
   Securities System.

   If no such successor custodian shall be appointed, the
   Custodian shall, in like manner, upon receipt of a
   certified copy of a vote of the Board of the Trust,
   deliver at the office of the Custodian and transfer such
   securities, funds and other properties in accordance with
   such vote.

   In the event that no written order designating a
   successor custodian or certified copy of a vote of the
   Board shall have been delivered to the Custodian on or
   before the date when such termination shall become
   effective, then the Custodian shall have the right to
   deliver to a bank or trust company, which is a "bank" as
   defined in the 1940 Act, (delete "doing business ...
   Massachusetts" unless SSBT is the Custodian) doing
   business in Boston, Massachusetts, of its own selection,
   having an aggregate capital, surplus, and undivided
   profits, as shown by its last published report, of not
   less than $100,000,000, all securities, funds and other
   properties held by the Custodian and all instruments held
   by the Custodian relative thereto and all other property
   held by it under this Contract for each Fund and to
   transfer to separate  accounts of such successor
   custodian all of each Fund's securities held in any
   Securities System.  Thereafter, such bank or trust
   company shall be the successor of the Custodian under
   this Contract.

   In the event that securities, funds and other properties
   remain in the possession of the Custodian after the date
   of termination hereof owing to failure of the Trust to
   procure the certified copy of the vote referred to or of
   the Board to appoint a successor custodian, the Custodian
   shall be entitled to fair compensation for its services
   during such period as the Custodian retains possession of
   such securities, funds and other properties and the
   provisions of this Contract relating to the duties and
   obligations of the Custodian shall remain in full force
   and effect.

11.                  Interpretive and Additional Provisions.

   In connection with the operation of this Contract, the
   Custodian and the Trust may from time to time agree on
   such provisions interpretive of or in addition to the
   provisions of this Contract as may in their joint opinion
   be consistent with the general tenor of this Contract.
   Any such interpretive or additional provisions shall be
   in a writing signed by both parties and shall be annexed
   hereto, provided that no such interpretive or additional
   provisions shall contravene any applicable federal or
   state regulations or any provision of the Declaration of
   Trust/Articles of Incorporation.  No interpretive or
   additional provisions made as provided in the preceding
   sentence shall be deemed to be an amendment of this
   Contract.

12.                              Massachusetts Law to Apply.

   This Contract shall be construed and the provisions
   thereof interpreted under and in accordance with laws of
   The Commonwealth of Massachusetts.

13.                                                 Notices.

   Except as otherwise specifically provided herein, Notices
   and other writings delivered or mailed postage prepaid to
   the Trust at Federated Investors Tower, Pittsburgh,
   Pennsylvania, 15222-3779, or to the Custodian at address
   for SSBT only:  225 Franklin Street, Boston,
   Massachusetts, 02110, or to such other address as the
   Trust or the Custodian may hereafter specify, shall be
   deemed to have been properly delivered or given hereunder
   to the respective address.

14.                                            Counterparts.

   This Contract may be executed simultaneously in two or
   more counterparts, each of which shall be deemed an
   original.

15.                                Limitations of Liability.

   The Custodian is expressly put on notice of the
   limitation of liability as set forth in Article XI of the
   Declaration of Trust of those Trusts which are business
   trusts and agrees that the obligations and liabilities
   assumed by the Trust and any Fund pursuant to this
   Contract, including, without limitation, any obligation
   or liability to indemnify the Custodian pursuant to
   Section 8 hereof, shall be limited in any case to the
   relevant Fund and its assets and that the Custodian shall
   not seek satisfaction of any such obligation from the
   shareholders of the relevant Fund, from any other Fund or
   its shareholders or from the Trustees, Officers,
   employees or agents of the Trust, or any of them.  In
   addition, in connection with the discharge and
   satisfaction of any claim made by the Custodian against
   the Trust, for whatever reasons, involving more than one
   Fund, the Trust shall have the exclusive right to
   determine the appropriate allocations of liability for
   any such claim between or among the Funds.

   IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder
affixed effective as of the 1st day of December, 1993.

ATTEST:                            INVESTMENT COMPANIES (Except those
                                   listed below)


/s/John G. McGonigle_________      By /s/John G. Donahue_____________
John G. McGonigle                  John F. Donahue
Secretary                          Chairman


ATTEST:                            STATE STREET BANK AND TRUST
                                   COMPANY


/s/ Ed McKenzie______________      By /s/ F. J. Sidoti,
Jr._________________
(Assistant) Secretary              Typed Name:  Frank J. Sidoti, Jr.
Typed Name:   Ed McKenzie          Title: Vice President


ATTEST:                            FEDERATED SERVICES COMPANIY


/s/ Jeannette Fisher-Garber______  By /s/ James J.
Dolan________________
Jeannette Fisher-Garber            James J. Dolan
Secretary                          President



                           EXHIBIT 1
Table
s                 c                                                        c
CONTRACT
DATE             INVESTMENT COMPANY

12/1/93          Short-Term Municipal Trust
           (formerly, Federated Short-Intermediate Municipal Trust)
12/1/93               Institutional Shares
12/1/93               Institutional Service Shares




                                    Exhibit 9i 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 the 1st day of December, 1993, 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 wishes 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"), and the Company is willing to furnish
such services; and
  WHEREAS, the Trust desires to appoint the Company as its
transfer agent, dividend disbursing agent, and agent in
connection with certain other activities, and the Company
desires to accept such appointment; and
  WHEREAS, the Trust desires to appoint the Company as its
agent to select, negotiate and subcontract for custodian
services from an approved list of qualified banks 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 and 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 and 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;
  B. Calculate the net income of each of the Funds, if any;
  C. Calculate capital gains or losses of each of the Funds
      resulting from sale or disposition of assets, if any;
  D. 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;
  E. 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;
  F. At the request of the Trust, prepare various reports
      or other financial documents required by federal,
      state and other applicable laws and regulations; and
  G. 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 set forth on Fee Schedules A
      ("A1, A2, A3 etc..."), annexed hereto and incorporated
      herein, as may be added or amended from time to time.
      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 specified in Schedules B ("B1,
      B2, B3, etc..."), annexed hereto and incorporated
      herein, as may be added or amended from time to time.
      Schedules B may be modified by the Company upon not
      less than thirty days' prior written notice to the
      Trust.
  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 Company will send an invoice to each of the Funds
      as soon as practicable after the end of each month.
      Each invoice will provide detailed information about
      the compensation and out-of-pocket expenses in
      accordance with Schedules A and Schedules B.  The
      Funds and or the Classes will pay to the Company the
      amount of such invoice within 30 days of receipt of
      the invoices.
  D. Any compensation agreed to hereunder may be adjusted
      from time to time by attaching to Schedules A revised
      Schedules 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 confirmable 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 set out in Schedules C ("C1,
      C2, C3 etc..."), attached hereto, as may be added 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 fees set forth on Schedule C 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 set out in Schedules D ("D1, D2,
      D3 etc..."), attached hereto, as may be added 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 Company shall send an invoice with respect to fees
      and reimbursable expenses to the Trust or each of the
      Funds as soon as practicable at the end of each month.
      Each invoice will provide detailed information about
      the Compensation and out-of-pocket expenses in
      accordance with Schedules C and Schedules D.  The
      Trust or the Funds will pay to the Company the amount
      of such invoice within 30 days following the receipt
      of the invoices.
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.
      (1) This Agreement shall inure to the benefit of and
           be binding upon the parties and their respective
           permitted successors and assigns.
      (2) 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
      (3) 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:
      (1) evaluate the nature and the quality of the
           custodial services provided by the Eligible
           Custodian;
      (2) 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;
      (3) 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;
      (4) establish procedures to monitor the nature and
           the quality of the services provided by the
           Custodians;
      (5) continuously monitor the nature and the quality
           of services provided by the Custodians; and
      (6) 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 set forth in
      Schedule E, attached hereto.
  B. Payment
      The Company shall send an invoice with respect to fees
      and reimbursable expenses to each of the Trust/or Fund
      as soon as practicable at the end of each month.  Each
      invoice will provide detailed information about the
      Compensation and out-of-pocket expenses in occurrence
      with Schedule E.  The Trust and/or Fund will pay to
      the Company the amount of such invoice within 30 days
      following the receipt of the invoice.
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.  Indemnification.
  A. 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,
      (2) The Trust's or Fund's refusal or failure to
           comply with the terms of this Agreement, or which
           arise out of the Trust's or The Fund's lack of
           good faith, negligence or willful misconduct or
           which arise out of the breach of any
           representation or warranty of the Trust or Fund
           hereunder or otherwise.
      (3) 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; or
           (b) have been prepared and/or maintained by the
                Fund or its affiliates or any other person
                or firm on behalf of the Trust.
      (4) The reliance on, or the carrying out by the
           Company or its agents or subcontractors of Proper
           Instructions of the Trust or the Fund.
      (5) 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, gross
           negligence or reckless disregard of its duties.
  B. Indemnification by the Company
      The Company shall indemnify and hold the Trust or each
      Fund harmless from and against any and all losses,
      damages, costs, charges, counsel fees, payments,
      expenses and liabilities arising out of or
      attributable to any action or failure or omission to
      act by the Company as a result of the Company's
      willful misfeasance, bad faith, gross negligence or
      reckless disregard of its duties.
  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
PROVIDED  SCHEDULES

12/1/93 Short-Term Municipal Trust
        (formerly, Federated Short-Intermediate Municipal Trust)
12/1/93   Institutional Service Shares
12/1/93   Institutional Shares


                              -1-


                                     Exhibit 9ii under Form N-1A
                               Exhibit 10 under Item 601/Reg S-K


                ADMINISTRATIVE SERVICES AGREEMENT

     This Administrative Services Agreement is made as of this
first day of March, 1994, 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 (individually
referred to herein as "Fund" and collectively referred to as
"Funds), on behalf of the portfolios of the Funds, and Federated
Administrative Services, a Delaware business trust (herein
called "FAS").

     WHEREAS, the Funds desire to retain FAS as their
Administrator to provide them with Administrative Services (as
herein defined), and FAS is willing to render such services;

     WHEREAS, the Funds are registered as open-end management
investment companies 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

     NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:


     1.   Appointment of Administrator.  The Funds hereby
appoint FAS as Administrator of the Funds on the terms and
conditions set forth in this Agreement; and FAS hereby accepts
such appointment and agrees to perform the services and duties
set forth in Section 2 of this Agreement in consideration of the
compensation provided for in Section 4 hereof.

     2.   Services and Duties.  As Administrator, and subject to
the supervision and control of the Funds' Boards of Trustees or
Directors, as applicable (the "Boards"), FAS will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and
affairs of the Funds and each of their portfolios:

     (a)                        prepare, file, and maintain the
           Funds' governing documents and any amendments
           thereto, including the Declaration of Trust or
           Articles of Incorporation, as appropriate,(which has
           already been prepared and filed), the By-laws and
           minutes of meetings of their Boards, Committees, and
           shareholders;

     (b)                        prepare and file with the
           Securities and Exchange Commission and the
           appropriate state securities authorities the
           registration statements for the Funds and the Funds'
           shares and all amendments thereto, reports to
           regulatory authorities and shareholders,
           prospectuses, proxy statements, and such other
           documents all as may be necessary to enable the Funds
           to make continuous offerings of their shares, as
           applicable;

     (c)                        prepare, negotiate, and
           administer contracts on behalf of the Funds with,
           among others, each Fund's investment adviser,
           distributor, custodian, and transfer agent, subject
           to any applicable restrictions of the Boards or the
           1940 Act;

     (d)                        supervise the Funds' custodians
           in the maintenance of the Funds' general ledgers and
           in the preparation of the Funds' financial
           statements, including oversight of expense accruals
           and payments, the determination of the net asset
           value of the Funds and the declaration and payment of
           dividends and other distributions to shareholders;

     (e)                        calculate performance data of
           the Funds for dissemination to information services
           covering the investment company industry;

     (f)                        prepare and file the Funds' tax
           returns;

     (g)                        examine and review the
           operations of the Funds' custodians and transfer
           agents;

     (h)                        coordinate the layout and
           printing of publicly disseminated prospectuses and
           reports;

     (i)                        perform internal audit
           examinations in accordance with a charter to be
           adopted by FAS and the Funds;

     (j)                        assist with the design,
           development, and operation of the Funds;

     (k)                        provide individuals reasonably
           acceptable to the Funds' Boards for nomination,
           appointment, or election as officers of the Funds,
           who will be responsible for the management of certain
           of the Funds' affairs as determined by the Funds'
           Boards; and

     (l)                        consult with the Funds and their
           Boards of Trustees or Directors, as appropriate, on
           matters concerning the Funds and their affairs.

     The foregoing, along with any additional services that FAS
shall agree in writing to perform for the Funds hereunder, shall
hereafter be referred to as "Administrative Services."
Administrative Services shall not include any duties, functions,
or services to be performed for any Fund by such Fund's
investment adviser, distributor, custodian, transfer agent, or
shareholder service agent, pursuant to their respective
agreements with such Fund.

     3.    Expenses.  FAS shall be responsible for expenses
incurred in providing office space, equipment, and personnel as
may be necessary or convenient to provide the Administrative
Services to the Fund, including the compensation of FAS
employees who serve on the Funds' Boards, or as officers of the
Funds.  Each Fund shall be responsible for all other expenses
incurred by FAS on behalf of such Fund, including without
limitation postage and courier expenses, printing expenses,
travel expenses, registration fees, filing fees, fees of outside
counsel and independent auditors, insurance premiums, fees
payable to members of such Fund's Board who are not FAS
employees, and trade association dues.

     4.    Compensation.  For the Administrative Services
provided, each Fund hereby agrees to pay and FAS hereby agrees
to accept as full compensation for its services rendered
hereunder an administrative fee at an annual rate, payable
daily, as specified below, based upon the total assets of all of
the Funds:

     Maximum Administrative        Average Daily Net Assets
            Fee                        of the Funds

             .150%                   on the first $250 million
             .125%                   on the next $250 million
             .100%                   on the next $250 million
             .075%                   on assets in excess of
                                     $750 million

     However, in no event shall the administrative fee received
during any year of this Agreement be less than, or be paid at a
rate less than would aggregate, $125,000, per individual Fund,
with an additional $30,000 for each class of shares added to any
such Fund after the date hereof.

     5.                         Standard of Care.

     (a)                        FAS shall not be liable for any
           error of judgment or mistake of law or for any loss
           suffered by any Fund in connection with the matters
           to which this Agreement relates, except a loss
           resulting from willful misfeasance, bad faith or
           gross negligence on its part in the performance of
           its duties or from reckless disregard by it of its
           obligations and duties under this Agreement.  FAS
           shall be entitled to rely on and may act upon advice
           of counsel (who may be counsel for such Fund) on all
           matters, and shall be without liability for any
           action reasonably taken or omitted pursuant to such
           advice.  Any person, even though also an officer,
           trustee, partner, employee or agent of FAS, who may
           be or become a member of such Fund's Board, officer,
           employee or agent of any Fund, shall be deemed, when
           rendering services to such Fund or acting on any
           business of such Fund (other than services or
           business in connection with the duties of FAS
           hereunder) to be rendering such services to or acting
           solely for such Fund and not as an officer, trustee,
           partner, employee or agent or one under the control
           or direction of FAS even though paid by FAS.

     (b)                        This Section 5 shall survive
           termination of this Agreement.

     6.   Duration and Termination.  The initial term of this
Agreement with respect to each Fund shall commence on the date
hereof, and extend for a period of one year, renewable annually
by the approval of the Board of Directors/Trustees of each Fund.

     7.    Amendment.  No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which an
enforcement of the change, waiver, discharge or termination is
sought.

     8.    Limitations of Liability of Trustees or Officers,
Employees, Agents and Shareholders of the Funds.  FAS is
expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations
assumed by each such Fund pursuant to this Agreement shall be
limited in any case to such Fund and its assets and that FAS
shall not seek satisfaction of any such obligations from the
shareholders of such Fund, the Trustees, Officers, Employees or
Agents of such Fund, or any of them.

     9.    Limitations of Liability of Trustees and Shareholders
of FAS.  The execution and delivery of this Agreement have been
authorized by the Trustees of FAS and signed by an authorized
officer of FAS, 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 FAS, but bind only the trust
property of FAS as provided in the Declaration of Trust of FAS.

     10.     Notices.  Notices of any kind to be given hereunder
shall be in writing (including facsimile communication) and
shall be duly given if delivered to any Fund at the following
address:  Federated Investors Tower, Pittsburgh, PA  15222-3779,
Attention:  President and if delivered to FAS at Federated
Investors Tower, Pittsburgh, PA  15222-3779, Attention:
President.

     11.   Miscellaneous.  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.  The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect.  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 5, 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.

     12.  Counterparts.   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.

     13.  Assignment; Successors.  This Agreement shall not be
assigned by any party without the prior written consent of FAS,
in the case of assignment by any Fund, or of the Funds, in the
case of assignment by FAS, 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.  Nothing in this Section 13 shall prevent FAS from
delegating its responsibilities to another entity to the extent
provided herein.

     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.


                              Investment Companies (listed
                              on Exhibit 1)




                              By: /s/  John F. Donahue
                                   John F. Donahue
                                   Chairman




Attest: /s/  John W. McGonigle
        John W. McGonigle


                              Federated Administrative Services




                              By: /s/  Edward C. Gonzales
                                   Edward C. Gonzales
                                   Chairman




Attest: /s/  John W. McGonigle
        John W. McGonigle


                            Exhibit 1


Short-Term Municipal Trust
     Institutional Shares
     Institutional Service Shares


                              -1-


                               Exhibit 9 iii under Form N-1A
                           Exhibit 10 under Item 601/Reg S-K
                              
                              
                  SHAREHOLDER SERVICES PLAN


     This Shareholder Services Plan ("Plan") is adopted as
of this 1st day of March, 1994, by the Boards of Directors
or Trustees, as applicable (the "Boards"), of those
investment companies listed on Exhibit 1 hereto as may be
amended from time to time, having their principal office and
place of business at Federated Investors Tower, Pittsburgh,
PA  15222-3779 (individually referred to herein as a "Fund"
and collectively as "Funds").

          1.   This Plan is adopted to allow the Funds to
make payments as contemplated herein to obtain certain
personal services for shareholders and/or the maintenance of
shareholder accounts ("Services").

          2.   This Plan is designed to compensate Federated
Shareholder Services ("FSS") for providing personal services
and/or the maintenance of shareholder accounts to the Funds
and their shareholders.  In compensation for the services
provided pursuant to this Plan, FSS may be paid a monthly
fee computed at the annual rate not to exceed .25 of 1% of
the average aggregate net asset value of the shares of each
Fund held during the month.

          3.   Any payments made by the Funds to FSS
pursuant to this Plan will be made pursuant to a
"Shareholder Services Agreement" between FSS and each of the
Funds.

          4.   Quarterly in each year that this Plan remains
in effect, FSS shall prepare and furnish to the Boards of
the Funds, and the Boards shall review, a written report of
the amounts expended under the Plan.

          5.   This Plan shall become effective with regard
to each Fund (i) after approval by majority votes of:  (a)
such Fund's Board; and (b) the members of the Board of such
Fund who are not interested persons of such Fund and have no
direct or indirect financial interest in the operation of
such Fund's Plan or in any related documents to the Plan
("Independent Trustees or Directors"), cast in person at a
meeting called for the purpose of voting on the Plan.

          6.   This Plan shall remain in effect with respect
to each Fund presently set forth on an exhibit and any
subsequent Fund added pursuant to an exhibit during the
initial year of this Plan for the period of one year from
the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Fund at least
annually by a majority of the relevant Fund's Board and a
majority of the Independent Trustees or

Directors, of such Fund as applicable, cast in person at a
meeting called for the purpose of voting on the renewal of
such Plan.  If this Plan is adopted with respect to a fund
after the first annual approval by the Trustees or Directors
as described above, this Plan will be effective as to that
Fund at such time as Exhibit 1 hereto is amended to add such
Fund and will continue in effect until the next annual
approval of this Plan by the Funds' Boards and thereafter
for successive periods of one year subject to approval as
described above.

          7.   All material amendments to this Plan must be
approved by a vote of the Board of each Fund and of the
Independent Directors or Trustees of such Fund, cast in
person at a meeting called for such purpose.

     8.   This Plan may be terminated as follows:

           (a)  at any time, without the payment of any
      penalty, by the vote of a majority of the Independent
      Board Members of any Fund or by a vote of a majority
      of the outstanding voting securities of any Fund as
      defined in the Investment Company Act of 1940 on
      sixty (60) days' written notice to the parties to
      this Agreement; or

           (b)  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.

          9.   While this Plan shall be in effect, the
selection and nomination of Independent Directors or
Trustees of each Fund shall be committed to the discretion
of the Independent Directors or Trustees then in office.

          10.       All agreements with any person relating
to the implementation of this Plan shall be in writing and
any agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 8 herein.

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


          Witness the due execution hereof this as of the
date set forth above.








                              Investment Companies (listed
                                on Exhibit 1)


                              By: /s/  John F. Donahue
                                 John F. Donahue
                                 Chairman


Attest: /s/  John W. McGonigle
      John W. McGonigle


                              Federated Shareholder Services


                              By: /s/  James J. Dolan

                               Title:  President


Attest: /s/  John W. McGonigle
      John W. McGonigle


                          Exhibit 1
                              
Short-Term Municipal Trust
     Institutional Shares
     Institutional Service Shares


                              -1-


                                 Exhibit 9iv under Form N-1A
                           Exhibit 10 under Item 601/Reg S-K
                                                            
               SHAREHOLDER SERVICES AGREEMENT

     AGREEMENT made as of the first day of  March, 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 and who have approved a
Shareholder Services Plan (the "Plan") and this form of
Agreement (individually referred to herein as a "Fund" and
collectively as "Funds") and Federated Shareholder Services,
a Delaware business trust, having its principal office and
place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 ("FSS").

     1.   The Funds hereby appoint FSS to render or cause to
be rendered personal services to shareholders of the Funds
and/or the maintenance of accounts of shareholders of the
Funds ("Services").  In addition to providing Services
directly to shareholders of the Funds, FSS is hereby
appointed the Funds' agent to select, negotiate and
subcontract for the performance of Services.  FSS hereby
accepts such appointments.  FSS agrees to provide or cause
to be provided Services which, in its best judgment (subject
to supervision and control of the Funds' Boards of Trustees
or Directors, as applicable), are necessary or desirable for
shareholders of the Funds.  FSS further agrees to provide
the Funds, upon request, a written description of the
Services which FSS is providing hereunder.

     2.   During the term of this Agreement, each Fund will
pay FSS and FSS agrees to accept as full compensation for
its services rendered hereunder a fee at an annual rate,
calculated daily and payable monthly, up to 0.25% of 1% of
average net assets of each Fund.

     For the payment period in which this Agreement becomes
effective or terminates with respect to any Fund, there
shall be an appropriate proration of the monthly fee on the
basis of the number of days that this Agreement is in effect
with respect to such Fund during the month.  To enable the
Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement
will be disclosed to and authorized by any person or entity
receiving Services, and will not result in an excessive fee
to FSS.

     3.   This Agreement shall continue in effect for one
year from the date of its execution, and thereafter for
successive periods of one year only 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 Funds' Plan or in any related documents to the Plan
("Independent Board Members") cast in person at a meeting
called for that purpose.

     4.   Notwithstanding paragraph 3, this Agreement may be
terminated as follows:

           (a)  at any time, without the payment of any
      penalty, by the vote of a majority of the Independent
      Board Members of any Fund or by a vote of a majority
      of the outstanding voting securities of any Fund as
      defined in the Investment Company Act of 1940 on
      sixty (60) days' written notice to the parties to
      this Agreement;

           (b)  automatically in the event of the
      Agreement's assignment as defined in the Investment
      Company Act of 1940; and

           (c)  by any party to the Agreement without cause
      by giving the other party at least sixty (60) days'
      written notice of its intention to terminate.

     5.   FSS agrees to obtain any taxpayer identification
number certification from each shareholder of the Funds to
which it provides Services that is required under Section
3406 of the Internal Revenue Code, and any applicable
Treasury regulations, and to provide each Fund or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order
to enable the implementation of any required backup
withholding.

     6.   FSS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any Fund in
connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations
and duties under this Agreement.  FSS shall be entitled to
rely on and may act upon advice of counsel (who may be
counsel for such Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice.  Any person, even though also an
officer, trustee, partner, employee or agent of FSS, who may
be or become a member of such Fund's Board, officer,
employee or agent of any Fund, shall be deemed, when
rendering services to such Fund or acting on any business of
such Fund (other than services or business in connection
with the duties of FSS hereunder) to be rendering such
services to or acting solely for such Fund and not as an
officer, trustee, partner, employee or agent or one under
the control or direction of FSS even though paid by FSS.

     This Section 6 shall survive termination of this
Agreement.

     7.   No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which an
enforcement of the change, waiver, discharge or termination
is sought.

     8.   FSS is expressly put on notice of the limitation
of liability as set forth in the Declaration of Trust of
each Fund that is a Massachusetts business trust and agrees
that the obligations assumed by each such Fund pursuant to
this Agreement shall be limited in any case to such Fund and
its assets and that FSS shall not seek satisfaction of any
such obligations from the shareholders of such Fund, the
Trustees, Officers, Employees or Agents of such Fund, or any
of them.

     9.   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.

     10.  Notices of any kind to be given hereunder shall be
in writing (including facsimile communication) and shall be
duly given if delivered to any Fund and to such Fund at the
following address:  Federated Investors Tower, Pittsburgh,
PA  15222-3779, Attention:  President and if delivered to
FSS at Federated Investors Tower, Pittsburgh, PA  15222-
3779, Attention:  President.

     11.  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 3 and 4, 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.

     12.  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.


     13.  This Agreement shall not be assigned by any party
without the prior written consent of FSS in the case of
assignment by any Fund, or of the Funds in the case of
assignment by FSS, 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.  Nothing in this Section 13 shall prevent
FSS from delegating its responsibilities to another entity
to the extent provided herein.

     IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.

                                Investment Companies (listed
                                on Exhibit 1)



                              By: /s/  John F. Donahue
                                 John F. Donahue
                                 Chairman


Attest: /s/  John W. McGonigle
      John W. McGonigle

                              Federated Shareholder Services


                              By: /s/  James J. Dolan

                               Title:   President


Attest: /s/  John W. McGonigle
      John W. McGonigle
                          Exhibit 1
                              
Short-Term Municipal Trust
     Institutional Shares
     Institutional Service Shares



                                 Exhibit 9 v under Form N-1A
                           Exhibit 10 under Item 601/Reg S-K
                                                            
                                                            
              SHAREHOLDER SERVICES SUB-CONTRACT

     This Agreement is made between the Financial
Institution executing this Agreement ("Provider") and
Federated Shareholder Services ("FSS") on behalf of the
investment companies listed in Exhibit A hereto (the
"Funds"), for whom FSS administers the Shareholder Services
Plan ("Plan") and who have approved this form of Agreement.
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:

     1.   FSS hereby appoints Provider to render or cause to
be rendered personal services to shareholders of the Funds
and/or the maintenance of accounts of shareholders of the
Funds ("Services").  Provider agrees to provide Services
which, in its best judgment, are necessary or desirable for
its customers who are investors in the Funds.  Provider
further agrees to provide FSS, upon request, a written
description of the Services which Provider is providing
hereunder.

     2.   During the term of this Agreement, the Funds will
pay the Provider fees as set forth in a written schedule
delivered to the Provider pursuant to this Agreement.  The
fee schedule for Provider may be changed by FSS sending a
new fee schedule to Provider pursuant to Paragraph 9 of this
Agreement.  For the payment period in which this Agreement
becomes effective or terminates, there shall be an
appropriate proration of the fee on the basis of the number
of days that this Agreement is in effect during the quarter.
To enable the Funds to comply with an applicable exemptive
order, Provider represents that the fees received pursuant
to this Agreement will be disclosed to its customers, will
be authorized by its customers, and will not result in an
excessive fee to the Provider.

     3.   The Provider understands that the Department of
Labor views ERISA as prohibiting fiduciaries of
discretionary ERISA assets from receiving shareholder
service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested.  To
date, the Department of Labor has not issued any exemptive
order or advisory opinion that would exempt fiduciaries from
this interpretation.  Without specific authorization from
the Department of Labor, fiduciaries should carefully avoid
investing discretionary assets in any fund pursuant to an
arrangement where the fiduciary is to be compensated by the
fund for such investment.  Receipt of such compensation
could violate ERISA provisions against fiduciary self-
dealing and conflict of interest and could subject the
fiduciary to substantial penalties.

     4.   The Provider agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future,
any proxies from the shareholders of a Fund in opposition to
proxies solicited by management of the 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, 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 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; and

           (c)  by either party to the Agreement without
      cause by giving the other party at least sixty (60)
      days' written notice of its intention to terminate.

     7.   The Provider agrees to obtain any taxpayer
identification number certification from its customers
required under Section 3406 of the Internal Revenue Code,
and any applicable Treasury regulations, and to provide the
Fund or its designee with timely written notice of any
failure to obtain such taxpayer identification number
certification in order to enable the implementation of any
required backup withholding.


     8.   The execution and delivery of this Agreement have
been authorized by the Trustees of 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 Provider at the address set forth
below and if delivered to FSS 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 in the case of
assignment by Provider, or of Provider in the case of
assignment by FSS, 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 from time to
time by the following procedure.  FSS will mail a copy of
the amendment to the Provider's address, as shown below.  If
the Provider does not object to the amendment within thirty
(30) days after its receipt, the amendment will become part
of the Agreement.  The Provider's objection must be in
writing and be received by FSS within such thirty days.

     14.   This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of
any penalty, by FSS or by the vote of a majority of the
Disinterested Trustees or Directors, as applicable, or by a
majority of the outstanding voting securities of the
particular Fund or Class on not more than sixty (60) days'
written notice to the Provider.  This Agreement may be
terminated  by Provider on sixty (60) days' written notice
to FSS.

     15.  The Provider 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 Provider
agrees not to claim that FSS is liable for any
responsibilities or amounts due by the Funds hereunder.




                              [Provider]


                              Address


                              City           State  Zip Code


Dated:                        By:
                                 Authoried Signature


                              Title



                              Print Name of Authorized
Signature



                         FEDERATED SHAREHOLDER SERVICES
                         Federated Investors Tower
                         Pittsburgh, Pennsylvania 15222-3779


                         By:
                            Vice President


     EXHIBIT A to Shareholder Services Sub-Contract with
                    Short-Term Municipal Trust


Funds covered by this Agreement:




Shareholder Service Fees

     1.   During the term of this Agreement, FSS will pay
Provider a quarterly fee.  This fee will be computed at the
annual rate of .25 of 1% of the average net asset value of
shares of the Funds held during the quarter in accounts for
which the Provider provides Services under this Agreement,
so long as the average net asset value of Shares in the
Funds during the quarter equals or exceeds such minimum
amount as FSS shall from time to time determine and
communicate in writing to the Provider.

     2.   For the quarterly period in which the Agreement
becomes effective or terminates, there shall be an
appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the
quarter.




                             -1-
                                    Exhibit 15 under Form N-
                             1A
                                    Exhibit 1 under Item 601
                          Reg. S-K
                              
                 SHORT-TERM MUNICIPAL TRUST
                       RULE 12B-1 PLAN

          This Plan ("Plan") is adopted as of this 1st day
of June, 1993,  by the Board of Trustees of Short-Term
Municipal Trust (the "Trust"), a Massachusetts business
trust with respect to certain classes of shares ("Classes")
of the portfolios of the Trust (the "Funds") set forth in
exhibits hereto.

          1.   This Plan is adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended
("Act"), so as to allow the Trust to make payments as
contemplated herein, in conjunction with the distribution of
Classes of the Funds ("Shares").

          2.   This Plan is designed to finance activities
of Federated Securities Corp. ("FSC") principally intended
to result in the sale of Shares to include: (a) providing
incentives to broker/dealers ("Brokers") to sell Shares and
to provide administrative support services to the Funds and
their shareholders; (b) compensating other participating
financial institutions and other persons ("Administrators")
for providing administrative support services to the Funds
and their shareholders; (c) paying for the costs incurred in
conjunction with advertising and marketing of Shares to
include expenses of preparing, printing and distributing
prospectuses and sales literature to prospective
shareholders, Brokers or Administrators; and (d) other costs
incurred in the implementation and operation of the Plan.
In compensation for services provided pursuant to this Plan,
FSC will be paid a fee in respect of the following Classes
set forth on the applicable exhibit.

          3.   Any payment to FSC in accordance with this
Plan will be made pursuant to the "Distributor's Contract"
entered into by the Trust and FSC.  Any payments made by FSC
to Brokers and Administrators with funds received as
compensation under this Plan will be made pursuant to the
"Rule 12b-1 Agreement" entered into by FSC and the Broker or
Administrator.

          4.   FSC has the right (i) to select, in its sole
discretion, the Brokers and Administrators to participate in
the Plan and (ii) to terminate without cause and in its sole
discretion any Rule 12b-1 Agreement.

          5.   Quarterly in each year that this Plan remains
in effect, FSC shall prepare and furnish to the Board of
Trustees of the Trust, and the Board of Trustees shall
review, a written report of the amounts expended under the
Plan and the purpose for which such expenditures were made.

          6.   This Plan shall become effective with respect
to each Class (i) after approval by majority votes of:  (a)
the Trust's Board of Trustees; (b) the members of the Board
of the Trust who are not interested persons of the Trust and
have no direct or indirect financial interest in the
operation of the Trust's Plan or in any related documents to
the Plan ("Disinterested Trustees"), cast in person at a
meeting called for the purpose of voting on the Plan; and
(c) the outstanding voting securities of the particular
Class, as defined in Section 2(a)(42) of the Act and
(ii) upon execution of an exhibit adopting this Plan with
respect to such Class.

          7.   This Plan shall remain in effect with respect
to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the
initial year of this Plan for the period of one year from
the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and
a majority of the Disinterested Trustees, cast in person at
a meeting called for the purpose of voting on such Plan.  If
this Plan is adopted with respect to a Class after the first
annual approval by the Trustees as described above, this
Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the
next annual approval of this Plan by the Trustees and
thereafter for successive periods of one year subject to
approval as described above.

          8.   All material amendments to this Plan must be
approved by a vote of the Board of Trustees of the Trust and
of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on it.

          9.   This Plan may not be amended in order to
increase materially the costs which the Classes may bear for
distribution pursuant to the Plan without being approved by
a majority vote of the outstanding voting securities of the
Classes as defined in Section 2(a)(42) of the Act.

          10.       This Plan may be terminated with respect
to a particular Class at any time by: (a) a majority vote of
the Disinterested Trustees; or (b) a vote of a majority of
the outstanding voting securities of the particular Class as
defined in Section 2(a)(42) of the Act; or (c) by FSC on 60
days' notice to the Trust.

          11.       While this Plan shall be in effect, the
selection and nomination of Disinterested Trustees of the
Trust shall be committed to the discretion of the
Disinterested Trustees then in office.

          12.       All agreements with any person relating
to the implementation of this Plan shall be in writing and
any agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 10 herein.

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




                             -1-
                          EXHIBIT A
                           to the
                            Plan

                 SHORT-TERM MUNICIPAL TRUST

                 Short-Term Municipal Trust
                Institutional Service Shares


          This Plan is adopted by Short-Term Municipal Trust
with respect to the Class of Shares of the portfolio(s) of
the Trust set forth above.

          In compensation for the services provided pursuant
to this Plan, FSC will be paid a monthly fee computed at the
annual rate of 0.25 of 1% of the average aggregate net asset
value of the Institutional Service Shares of Short-Term
Municipal Trust held during the month.

          Witness the due execution hereof this 1st day of
June, 1993.


                              SHORT-TERM MUNICIPAL TRUST


                              By:  /s/ Glen R. Johnson
                                   President




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