FEDERATED GNMA TRUST
485BPOS, 1994-03-28
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                                           1933 Act File No. 2-75670
                                           1940 Act File No. 811-3375
 
                     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.   25                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X    
 
     Amendment No.   24                                               X   
 
                            FEDERATED GNMA 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:
 
  X  immediately upon filing pursuant to paragraph (b)
     on _________________ 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 March 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
 2510 Centre City Tower                    2101 L Street, N.W.
 650 Smithfield Street                     Washington, D.C.  20037
 Pittsburgh, Pennsylvania 15222
 
                           CROSS REFERENCE SHEET
 
 
       This Amendment to the Registration Statement of FEDERATED GNMA TRUST, 
 which consists of one portfolio:  Federated GNMA 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                   Performance Information; General 
                                           Information; Investment Information; 
                                           Investment Objective; Investment 
                                           Policies; Investment Limitations.
 Item 5.     Management of the Trust       Trust Information; Management of the 
                                           Trust; Distribution of 
                                           (Institutional 
                                           or Institutional Service) Shares; 
                                           Distribution and Shareholder 
                                           Services 
                                           Plans; Administration of the Fund.
 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 Classes of 
                                           Shares.
 Item 7.     Purchase of Securities
              Being Offered                Investing in (Institutional or 
                                           Institutional Service Shares); Share 
                                           Purchases; Minimum Investment 
                                           Required; What Shares Cost;
                                           Exchanging 
                                           Securities for Fund Shares; 
                                           Subaccounting Services; Certificates 
                                           and Confirmations; Net Asset Value.
 Item 8.     Redemption or Repurchase      Redeeming (Institutional or 
                                           Institutional Service) Shares; 
                                           Telephone Redemption; Written 
                                           Requests; Accounts With Low Balances.
 Item 9.     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 Registrant  Trust Management.
 Item 15.    Control Persons and Principal
              Holders of Securities        Trust Ownership.
 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 and 
                                           Shareholder Services Plans; 
                                           Exchanging 
                                           Securities for Shares;
                                           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; Performance 
                                           Comparisons.
 Item 23.    Financial Statements          Filed in Part A.
 
 
 

FEDERATED GNMA TRUST
INSTITUTIONAL SHARES
PROSPECTUS

   
The Institutional Shares of Federated GNMA Trust (the "Trust") offered by this
prospectus represent interests in a diversified portfolio of securities (the
"Fund") investing primarily in instruments issued or guaranteed by the
Government National Mortgage Association, to achieve current income. The Trust
is an open-end, diversified management investment company (a mutual fund).
Institutional Shares are sold at net asset value.
    

   
THE INSTITUTIONAL 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 INSTITUTIONAL 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 Fund. Keep this prospectus for future
reference.
    

   
The Fund has also filed a Combined Statement of Additional Information for
Institutional Shares and Institutional Service Shares dated March 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 Fund, contact the Fund at the address
listed in the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
Prospectus dated March 31, 1994
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

   
FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SHARES                                                         2
    
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
   
     Collateralized Mortgage Obligations
    
   
       ("CMOs")                                                                4
    
     Real Estate Mortgage Investment
   
       Conduits ("REMICs")                                                     5
    
   
     Temporary Investments                                                     5
    
   
       Repurchase Agreements                                                   5
    
   
     Lending of Portfolio Securities                                           6
    
     When-Issued and Delayed
       Delivery Transactions                                                   6
   
  Investment Limitations                                                       6
    

   
TRUST INFORMATION                                                              6
    
- ------------------------------------------------------

   
  Management of the Trust                                                      6
    
   
     Board of Trustees                                                         6
    
   
     Investment Adviser                                                        6
    
   
       Advisory Fees                                                           6
    
       Adviser's Background                                                    7
   
     Other Payments to Financial Institutions  7
    
   
  Distribution of Institutional Shares                                         7
    
   
  Administration of the Fund                                                   7
    
   
     Administrative Services                                                   7
    
   
     Shareholder Services Plan                                                 8
    
   
     Custodian                                                                 8
    
   
     Transfer Agent and Dividend
       Disbursing Agent                                                        8
    
     Legal Counsel                                                             8
     Independent Auditors                                                      8

   
NET ASSET VALUE                                                                8
    
- ------------------------------------------------------

INVESTING IN INSTITUTIONAL SHARES                                              9
- ------------------------------------------------------

  Share Purchases                                                              9
     By Wire                                                                   9
   
     By Mail                                                                   9
    
   
  Minimum Investment Required                                                  9
    
   
  What Shares Cost                                                             9
    
  Exchanging Securities for Fund Shares                                       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                                                  13

   
PERFORMANCE INFORMATION                                                       13
    
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       14
- ------------------------------------------------------

   
  Financial Highlights--
     Institutional Service Shares                                             15
    

   
FINANCIAL STATEMENTS                                                          16
    
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  25
    
- ------------------------------------------------------

ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------


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

   
<TABLE>
<S>                                                                             <C>      <C>
                                     INSTITUTIONAL SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable)................................     None
Redemption Fee (as a percentage of amounts redeemed, if applicable)...................     None
Exchange Fee..........................................................................     None
                        ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee........................................................................    0.40%
12b-1 Fee.............................................................................     None
Total Other Expenses..................................................................    0.17%
     Shareholder Servicing Fee(1)............................................    0.05%
     Total Institutional Shares Operating Expenses(2).................................    0.57%
</TABLE>
    

   
(1) The maximum Shareholder Servicing Fee is 0.25%.
    

   
(2) The Total Institutional Shares Operating Expenses in the table above are
    based on expenses expected during the fiscal year ending January 31, 1995.
    The Total Institutional Shares Operating Expenses were 0.51% for the fiscal
    year ended January 31, 1994.
    

   
     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF INSTITUTIONAL SHARES OF THE
FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF
THE VARIOUS COSTS AND EXPENSES, SEE "TRUST INFORMATION" AND "INVESTING IN
INSTITUTIONAL SHARES." 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 invest-
ment assuming (1) 5% annual return and (2) redemption at
the end of each time period.............................     $6        $18        $32        $ 71
</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 Fund. The Fund 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 0.25%. See "Other
Classes of Shares."
    


   
FEDERATED GNMA TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
    
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Independent Auditors' Report on page 25.
    

   
<TABLE>
<CAPTION>
                                                         YEAR ENDED JANUARY 31,
       ---------------------------------------------------------------------------------------------------------------------------
          1994         1993         1992         1991         1990         1989         1988         1987        1986       1985
       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   --------   --------
<S>    <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        <C>
- ---
NET
ASSET
VALUE,
BEGINNING
OF
PERIOD     $11.80       $11.64       $11.29       $10.97       $10.70       $11.08       $11.46       $11.35     $10.77     $10.63
- ---
INCOME
  FROM
INVESTMENT
OPERATIONS
- ---
Net
investment
 income       0.85        0.93         0.98         1.00         1.00         1.01         1.04         1.11       1.22       1.26
- ---
Net
realized
 and
 unrealized
 gain
 (loss) on
 investments      (0.16)       0.16       0.35       0.32        0.27        (0.38)       (0.38)        0.14       0.58       0.13
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
 Total
 from
 investment
 operations       0.69       1.09       1.33        1.32         1.27         0.63         0.66         1.25       1.80       1.39
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
LESS
DISTRIBUTIONS
- ---
 Dividends
 to
 shareholders
 from
 net
 investment
 income      (0.85)      (0.93)       (0.98)       (1.00)       (1.00)       (1.01)       (1.04)       (1.11)     (1.22)     (1.25)
- ---
 Distributions
 to
 shareholders
 from net
 realized
 gain on
 investment
 transactions         --         --         --         --          --           --           --        (0.03)        --         --
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
 Total
 distributions      (0.85)      (0.93)      (0.98)      (1.00)      (1.00)      (1.01)      (1.04)      (1.14)    (1.22)     (1.25)
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
NET
ASSET
VALUE,
END OF
PERIOD     $11.64       $11.80       $11.64       $11.29       $10.97       $10.70       $11.08       $11.46     $11.35     $10.77
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
TOTAL
RETURN*       6.02%       9.78%       12.25%       12.65%       12.33%        5.99%        6.29%       11.53%     17.75%     14.53%
- ---
RATIOS
  TO
AVERAGE
NET
ASSETS
- ---
 Expenses       0.51%       0.51%       0.51%       0.52%        0.52%        0.53%        0.52%        0.51%      0.61%      0.53%
- ---
Net
investment
 income       7.22%       7.98%        8.54%        9.08%        9.19%        9.33%        9.51%        9.66%     11.01%     12.35%
- ---
 Expense
 waiver/reimbursement(a)         --         --         --         --         --         --         --         --       --     0.13%
- ---
SUPPLEMENTAL
 DATA
- ---
Net
assets,
 end of
 period
 (000
 omitted) $1,910,500 $1,770,169  $1,333,930   $1,268,706   $1,312,780   $1,710,890   $2,111,559   $2,515,127   $569,404   $174,882
- ---
 Portfolio
 turnover
 rate         117%          33%          57%          48%          27%          40%          45%         100%       141%       147%
- ---
</TABLE>
    

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

   
(a) The voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 5).
    

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

   
Further information about the Fund's performance is contained in the Fund's
annual report dated January 31, 1994, which can be obtained free of charge.
    


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

   
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated December 10, 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 ("Trustees") have established two classes of shares of the Fund, known
as Institutional Shares and Institutional Service Shares. This prospectus
relates only to Institutional Shares of the Fund.
    

Institutional Shares ("Shares") of the Fund are sold primarily to accounts for
which financial institutions act in a fiduciary or agency capacity as a
convenient means of accumulating an interest in a professionally managed,
diversified portfolio of primarily mortgage-backed securities. A minimum initial
investment of $25,000 over a 90-day period is required.

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

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

INVESTMENT OBJECTIVE

   
The investment objective of the Fund is current income. The investment objective
may not be changed without the approval of shareholders. The Fund pursues this
investment objective by investing primarily in instruments issued or guaranteed
by the Government National Mortgage Association ("GNMA"). While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.
    

INVESTMENT POLICIES

   
As a matter of investment policy which may be changed without shareholder
approval, the Fund will limit its investments to those that are permitted for
purchase by federal savings associations pursuant to applicable rules,
regulations, or interpretations of the Office of Thrift Supervision. Should
additional permitted investments be allowed as a result of future changes in
applicable regulations or federal laws, the Fund reserves the right, without
shareholder approval, to make such investments consistent with the Fund's
investment objective, policies, and limitations. Further, should existing
statutes or regulations change so as to cause any securities held by the Fund to
become ineligible for purchase by federal savings associations, the Fund will
dispose of those securities at times advantageous to the Fund.
    

   
As operated within the above limitation, the Fund may also serve as an
appropriate vehicle for a national bank as an investment for its own account.
    

   
Unless otherwise designated, the investment policies described below may not be
changed without shareholder approval.
    

ACCEPTABLE INVESTMENTS.  The Fund will invest primarily in mortgage-backed
securities. Under normal circumstances, at least 65% of the Fund's portfolio
will be invested in instruments issued or fully guaranteed as to principal and
interest by GNMA. In addition, to the extent that the Fund will invest in


other mortgage-backed securities, as described below, these will be
collateralized by GNMA obligations.

The Fund's permissible investments are as follows:

     - U.S. Treasury bills, notes, and bonds;

     - collateralized mortgage obligations;

   
     - real estate mortgage investment conduits; and
    

   
     - notes, bonds and discount notes of the following U.S. government agencies
       or instrumentalities: GNMA, Export-Import Bank of the United States,
       General Services Administration, Small Business Administration,
       Washington Metropolitan Transit Authority, Federal National Mortgage
       Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"),
       Bank for Cooperatives , Federal Farm Credit Banks, Tennessee Valley
       Authority, Commodity Credit Corporation, Federal Financing Bank, the
       Student Loan Marketing Association, or National Credit Union
       Administration. These government securities in which the Fund may invest
       are backed in a variety of ways by the U.S. government or its agencies or
       instrumentalities. Some of these securities, such as GNMA mortgage-backed
       securities, are backed by the full faith and credit of the U.S.
       government. Other securities, such as obligations of the FNMA or FHLMC,
       are backed by the credit of the agency or instrumentality issuing the
       obligations but not the full faith and credit of the U.S. government.
    

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS").  CMOs are bonds issued by
single-purpose, stand-alone finance subsidiaries or trusts of financial
institutions, government agencies, investment bankers, or companies related to
the construction industry. CMOs purchased by the Fund will be collateralized by
pools of mortgages in which each mortgage is guaranteed as to payment of
principal and interest by GNMA.

   
All CMOs purchased by the Fund are issued by an agency of the United States and
are rated in the highest rating category by a nationally recognized statistical
rating organization.
    

The following example illustrates how mortgage cash flows are prioritized in the
case of CMOs--most of the CMOs in which the Fund invests use the same basic
structure:

(1) Several classes of securities are issued against a pool of mortgage
     collateral. The most common structure contains four classes of securities:
     The first three (A, B, and C bonds) pay interest at their stated rates
     beginning with the issue date; the final class (Z bond) typically receives
     any excess income from the underlying investments after payments are made
     to the other classes and receives no principal or interest payments until
     the shorter maturity classes have been retired, but then receives all
     remaining principal and interest payments.

(2) The cash flows from the underlying mortgages are applied first to pay
     interest and then to retire securities.

(3) The classes of securities are retired sequentially. All principal payments
     are directed first to the shortest-maturity class (or A bond). When those
     securities are completely retired, all principal payments are then directed
     to the next-shortest-maturity security (or B bond). This process continues
     until all of the classes have been paid off.


Because the cash flow is distributed sequentially instead of pro-rata, as with
pass-through securities, the cash flows and average lives of CMOs are more
predictable, and there is a period of time during which the investors in the
longer-maturity classes receive no principal paydowns. One or more of the
classes are often adjustable rate. The interest portion of these payments is
distributed by the Fund as income, and the capital portion is reinvested.

REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS").  REMICs are offerings of
multiple class real estate mortgage-backed securities which qualify and elect
treatment as such under provisions of the Internal Revenue Code. Issuers of
REMICs may take several forms, such as trusts, partnerships, corporations,
associations or a segregated pool of mortgages. Once REMIC status is elected and
obtained, the entity is not subject to federal income taxation. Instead, income
is passed through the entity and is taxed to the person or persons who hold
interests in the REMIC. A REMIC interest must consist of one or more classes of
"regular interests," some of which may offer adjustable rates, and a single
class of "residual interests." To qualify as a REMIC, substantially all of the
assets of the entity must be in assets directly or indirectly secured
principally by real property.

   
                              *     *     *     *
    

Because the mortgages underlying mortgage-backed securities often may be prepaid
without penalty or premium, mortgage-backed securities are generally subject to
higher prepayment risks than most other types of debt instruments. Prepayment
risks on mortgage securities tend to increase during periods of declining
mortgage interest rates, because many borrowers refinance their mortgages to
take advantage of the more favorable rates. Depending upon market conditions,
the yield that the Fund receives from the reinvestment of such prepayments, or
any scheduled principal payments, may be lower than the yield on the original
mortgage security. As a consequence, mortgage securities may be a less effective
means of "locking in" interest rates than other types of debt securities having
the same stated maturity and may also have less potential for capital
appreciation. For certain types of asset pools, such as collateralized mortgage
obligations, prepayments may be allocated to one tranche of securities ahead of
other tranches, in order to reduce the risk of prepayment for the other
tranches.

Prepayments may result in a capital loss to the Fund to the extent that the
prepaid mortgage securities were purchased at a market premium over their stated
principal amount. Conversely, the prepayment of mortgage securities purchased at
a market discount from their stated principal amount will accelerate the
recognition of interest income by the Fund, which would be taxed as ordinary
income when distributed to the shareholders.

TEMPORARY INVESTMENTS.  For defensive purposes only, the Fund may invest
temporarily in cash and money market instruments during times of unusual market
conditions and to maintain liquidity. Money market instruments items may
include:

     - obligations of the U.S. government or its agencies or instrumentalities;
       and

     - repurchase agreements.

     REPURCHASE AGREEMENTS.  Repurchase agreements are arrangements in which
     banks, broker/ dealers, and other recognized financial institutions sell
     U.S. government securities or other securities to the Fund and agree at the
     time of sale to repurchase them at a mutually agreed upon


     time and price. To the extent that the original seller does not repurchase
     the securities from the Fund, the Fund could receive less than the
     repurchase price on any sale of such securities.

   
LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both
up to one-third of the value of its total assets to broker/dealers, banks, or
other institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the
investment adviser has determined are creditworthy under guidelines established
by the Trustees. The Fund will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned.
    

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase U.S.
government obligations on a when-issued or delayed delivery basis. In
when-issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction may
cause the Fund to miss a price or yield considered to be advantageous.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow money and
engage in reverse repurchase agreements 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.

   
As a matter of investment practice, which can be changed without shareholder
approval, the Fund will not invest more than 15% of its net assets in securities
which are illiquid, including repurchase agreements providing for settlement in
more than seven days after notice, and certain restricted securities not
determined by the Trustees to be liquid.
    

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 Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

   
     ADVISORY FEES.  The Fund's adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The adviser
     has also undertaken to reimburse the Trust for operating expenses in excess
     of limitations established by certain states. This does not include
    


   
     reimbursement to the Trust of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities.
    

     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.
    

   
     Gary J. Madich has been the Fund's portfolio manager since February, 1987.
     Mr. Madich joined Federated Investors in 1984 and has been a Senior Vice
     President of the Fund's investment adviser since 1993. Mr. Madich served as
     a Vice President of the Fund's investment adviser from 1988 until 1993. Mr.
     Madich is a Chartered Financial Analyst and received his M.B.A. in Public
     Finance from the University of Pittsburgh.
    

   
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 Fund,
advised by those entities. These payments will be made directly by the
distributor or adviser from their assets, and will not be made from the assets
of the Fund or by the assessment of a sales charge on Shares.
    

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 FUND

   
ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual
    


   
rate, 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>
                                                         AVERAGE AGGREGATE DAILY NET
         MAXIMUM ADMINISTRATIVE FEE                     ASSETS OF THE FEDERATED FUNDS
- ---------------------------------------------   ---------------------------------------------
<S>                                             <C>
                 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 the Institutional 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, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.
    

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

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

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche, Boston, Massachusetts.
    

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

The Fund'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 Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Shares may exceed 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. Shares may be purchased either by wire or 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 Fund reserves the right to reject any purchase request.

   
BY WIRE.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Boston time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Boston
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: Federated GNMA Trust--Institutional Shares;
Fund Number (this number can be found on the account statement or by contacting
the Fund); Group Number or Order Number; Nominee or Institution Name; and ABA
Number 011000028. Shares cannot be purchased by wire on days on which the New
York Stock Exchange is closed and on federal holidays restricting wire
transfers.
    

   
BY MAIL.  To purchase Shares by mail, send a check made payable to Federated
GNMA Trust-- Institutional Shares to 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
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. An
institutional investor's minimum investment will be calculated by combining all
accounts it maintains with the Fund.

Individual accounts established through a non-affiliated bank or broker may be
subject to a smaller minimum investment.

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 Fund. 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. (Boston time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund'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; and (iii) the
following holidays: New Year's
    


   
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
    

EXCHANGING SECURITIES FOR FUND SHARES

Investors may exchange certain U.S. government securities or a combination of
securities and cash for Shares. The securities and any cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Investors wishing to
exchange securities should first contact Federated Securities Corp.

   
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 charges 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 Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.
    

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during the
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 the transfer agent. 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
on payment dates in additional Shares unless cash payments are requested by
contacting the Fund.
    

CAPITAL GAINS

Capital gains realized by the Fund, if any, are distributed at least once every
12 months.


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

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

TELEPHONE REDEMPTION

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Boston time). The proceeds will normally be wire transferred 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 Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

   
Telephone redemption instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.
    

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If 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 Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name, 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 Fund, 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
       and Exchange Act of 1934.

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

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


that are members of a signature guarantee program. The Fund 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 Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund'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 Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights except that, in matters
affecting only a particular fund or class, only shares of that fund or class are
entitled to vote.

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

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

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

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

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

   
     - Fund 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 Fund would be subject to such
       taxes if owned directly by residents of those jurisdictions.
    

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

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

From time to time the Fund advertises its total return and yield for Shares.

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

   
The yield of Shares of the Fund 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 offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

Shares are sold without any sales load or other similar non-recurring charges.

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

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


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. Investments in Institutional Service Shares 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 .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 Fund is sold.

   
The amount of dividends payable to Institutional Shares will 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.


   
FEDERATED GNMA TRUST
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
    
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Independent Auditors' Report on page 25.
    

   
<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                                              JANUARY 31,
                                                                          --------------------
                                                                            1994        1993*
                                                                          --------     -------
<S>                                                                       <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                        $11.80      $11.71
- -----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------
  Net investment income                                                       0.82        0.61
- -----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                     (0.16)       0.09
- -----------------------------------------------------------------------    -------     -------
  Total from investment operations                                            0.66        0.70
- -----------------------------------------------------------------------    -------     -------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------
  Dividends to shareholders from net investment income                       (0.82)      (0.61)
- -----------------------------------------------------------------------    -------     -------
NET ASSET VALUE, END OF PERIOD                                              $11.64      $11.80
- -----------------------------------------------------------------------    -------     -------
TOTAL RETURN**                                                                5.76%       5.62%
- -----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------
  Expenses                                                                    0.76%       0.76%(a)
- -----------------------------------------------------------------------
  Net investment income                                                       6.97%       7.57%(a)
- -----------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                 $137,235     $50,166
- -----------------------------------------------------------------------
  Portfolio turnover rate                                                      117%         33%
- -----------------------------------------------------------------------
</TABLE>
    

 * Reflects operations for the period from June 18, 1992 (date of initial public
investment) to
   January 31, 1993.

   
** 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.

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

   
Further information about the Fund's performance is contained in the Fund's
annual report dated January 31, 1994, which can be obtained free of charge.
    


FEDERATED GNMA TRUST
PORTFOLIO OF INVESTMENTS
   
JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                             VALUE
- ------------                                                                      --------------
<C>             <S>                                                               <C>
LONG-TERM GOVERNMENT OBLIGATIONS--100.1%
- -------------------------------------------------------------------------------
                *GOVERNMENT NATIONAL MORTGAGE ASSOCIATION--93.5%
                ---------------------------------------------------------------
$164,851,822    6.50%, 12/15/2023                                                 $  165,521,121**
                ---------------------------------------------------------------
 474,279,079    7.00%, 1/1/2099                                                      487,615,806**
                ---------------------------------------------------------------
 359,438,025    7.50%, 1/15/2024                                                     376,173,460
                ---------------------------------------------------------------
 229,290,185    8.00%, 4/15/2017-3/15/2023                                           242,798,049
                ---------------------------------------------------------------
 216,272,028    9.00%, 8/15/2016-1/20/2020                                           231,422,442
                ---------------------------------------------------------------
 145,230,805    9.50%, 7/15/2009-5/15/2020                                           157,215,796
                ---------------------------------------------------------------
 106,286,668    10.00%, 4/15/2016-12/20/2020                                         117,318,128
                ---------------------------------------------------------------
  19,204,497    10.50%, 1/15/2016-6/15/2018                                           21,581,053
                ---------------------------------------------------------------
  12,804,753    11.00%, 8/15/2019                                                     14,589,351
                ---------------------------------------------------------------
  25,422,544    11.50%, 4/15/2016                                                     29,347,022
                ---------------------------------------------------------------
  36,101,241    12.00%, 9/15/2013                                                     42,125,456
                ---------------------------------------------------------------
  18,698,109    12.50%, 7/15/2014                                                     22,005,244
                ---------------------------------------------------------------
   2,526,006    13.00%, 1/15/2015                                                      2,982,253
                ---------------------------------------------------------------
   3,282,005    13.50%, 10/15/2012                                                     3,888,125
                ---------------------------------------------------------------   --------------
                TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
                (IDENTIFIED COST $1,876,274,385)                                   1,914,583,306
                ---------------------------------------------------------------   --------------
                UNITED STATES TREASURY NOTES--6.6%
                ---------------------------------------------------------------
  97,000,000    6.25%, 2/15/2003                                                     101,243,750
                ---------------------------------------------------------------
  31,220,000    6.375%, 1/15/2000                                                     33,099,132
                ---------------------------------------------------------------   --------------
                TOTAL UNITED STATES TREASURY NOTES
                (IDENTIFIED COST $135,156,734)                                       134,342,882
                ---------------------------------------------------------------   --------------
                TOTAL LONG-TERM GOVERNMENT OBLIGATIONS
                (IDENTIFIED COST $2,011,431,119)                                   2,048,926,188
                ---------------------------------------------------------------   --------------
</TABLE>
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                             VALUE
- ------------                                                                      --------------
<C>             <S>                                                               <C>
(A) REPURCHASE AGREEMENTS--15.8%
- -------------------------------------------------------------------------------
$  9,275,000    J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94, due
                2/1/94(b)                                                         $    9,275,000
                ---------------------------------------------------------------
165,000,000+    First Boston Corp., 3.16%, dated 1/19/94, due 2/16/94                165,000,000
                ---------------------------------------------------------------
150,000,000+    Goldman, Sachs & Co., 3.15%, dated 1/19/94, due 2/16/94(b)           150,000,000
                ---------------------------------------------------------------   --------------
                TOTAL REPURCHASE AGREEMENTS (AT AMORTIZED COST) (NOTE 2B)            324,275,000
                ---------------------------------------------------------------   --------------
                TOTAL INVESTMENTS (IDENTIFIED COST $2,335,706,119)                $2,373,201,188++
                ---------------------------------------------------------------   --------------
</TABLE>
    

   
 * Because of monthly principal payments, the average lives of the Government
   National Mortgage Association Modified Pass-Through securities (based upon
   FHA/VA historical experience) are less than the indicated periods.
    

   
** Includes securities with a market value of $320,248,800 subject to Dollar
   Roll transactions.
    

   
(a) Repurchase agreements are fully collateralized by U.S. government and/or
    agency obligations based on market prices at the date of the portfolio.
    

   
(b) The investments in repurchase agreements are through participation in a
    joint account with other Federated Funds.
    

   
 + Although final maturity falls beyond seven days, a liquidity feature is
   included in each transaction to permit termination of the repurchase
   agreement within seven days.
    

   
++ The cost of investments for federal tax purposes amounts to $2,335,817,213.
   The net unrealized appreciation on a federal tax cost basis amounts to
   $37,383,975, which is comprised of $40,911,331 appreciation and $3,527,356
   depreciation at January 31, 1994.
    

   
Note: The categories of investments are shown as a percentage of net assets
      ($2,047,734,300) at January 31, 1994.
    

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


FEDERATED GNMA TRUST

STATEMENT OF ASSETS AND LIABILITIES
   
JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                               <C>             <C>
ASSETS:
- ------------------------------------------------------------------------------
Investments, at value (Notes 2A and 2B) (identified cost $2,335,706,119; tax
  cost $2,335,817,213)                                                            $2,373,201,188
- ------------------------------------------------------------------------------
Receivable for investments sold                                                       51,124,895
- ------------------------------------------------------------------------------
Interest receivable                                                                   13,675,584
- ------------------------------------------------------------------------------
Receivable for Fund shares sold                                                        1,892,291
- ------------------------------------------------------------------------------    --------------
     Total assets                                                                  2,439,893,958
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for dollar roll transactions (Note 2F)                    $316,212,625
- ---------------------------------------------------------------
Payable for investments purchased                                   63,492,861
- ---------------------------------------------------------------
Dividends payable                                                    8,869,673
- ---------------------------------------------------------------
Payable for Fund shares redeemed                                     3,406,054
- ---------------------------------------------------------------
Payable to bank                                                         32,902
- ---------------------------------------------------------------
Accrued expenses                                                       145,543
- ---------------------------------------------------------------   ------------
     Total liabilities                                                               392,159,658
- ------------------------------------------------------------------------------    --------------
NET ASSETS for 175,924,320 shares of beneficial interest outstanding              $2,047,734,300
- ------------------------------------------------------------------------------    --------------
NET ASSETS CONSISTS OF:
- ------------------------------------------------------------------------------
Paid in capital                                                                   $2,104,524,265
- ------------------------------------------------------------------------------
Unrealized appreciation of investments                                                37,495,069
- ------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (94,285,034)
- ------------------------------------------------------------------------------    --------------
     Total                                                                        $2,047,734,300
- ------------------------------------------------------------------------------    --------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
Institutional Shares ($1,910,499,593 / 164,134,198 shares of beneficial
  interest outstanding)                                                                   $11.64
- ------------------------------------------------------------------------------    --------------
Institutional Service Shares ($137,234,707 / 11,790,122 shares of beneficial
  interest outstanding)                                                                   $11.64
- ------------------------------------------------------------------------------    --------------
</TABLE>
    

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


FEDERATED GNMA TRUST

STATEMENT OF OPERATIONS
   
YEAR ENDED JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                   <C>           <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------
Interest income (Note 2C) (net of interest expense of $5,291,699)                   $157,922,760
- --------------------------------------------------------------------------------
EXPENSES--
- --------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                      $8,180,174
- -------------------------------------------------------------------
Trustees' fees                                                            22,730
- -------------------------------------------------------------------
Administrative personnel and services (Note 5)                         1,316,655
- -------------------------------------------------------------------
Custodian, transfer and dividend disbursing agent fees and expenses      683,096
- -------------------------------------------------------------------
Auditing fees                                                             25,791
- -------------------------------------------------------------------
Legal fees                                                                19,472
- -------------------------------------------------------------------
Printing and postage                                                      19,238
- -------------------------------------------------------------------
Registration costs                                                        61,021
- -------------------------------------------------------------------
Taxes                                                                     47,000
- -------------------------------------------------------------------
Insurance premiums                                                        39,520
- -------------------------------------------------------------------
Distribution services fees (Note 5)                                      287,334
- -------------------------------------------------------------------
Miscellaneous                                                             15,025
- -------------------------------------------------------------------   ----------
     Total expenses                                                                   10,717,056
- --------------------------------------------------------------------------------    ------------
          Net investment income                                                      147,205,704
- --------------------------------------------------------------------------------    ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)--                     12,114,105
- --------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments                  (41,032,970)
- --------------------------------------------------------------------------------    ------------
     Net realized and unrealized gain (loss) on investments                          (28,918,865)
- --------------------------------------------------------------------------------    ------------
          Change in net assets resulting from operations                            $118,286,839
- --------------------------------------------------------------------------------    ------------
</TABLE>
    

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


FEDERATED GNMA TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                      YEAR ENDED JANUARY 31,
                                                                 --------------------------------
                                                                      1994             1993*
                                                                 --------------    --------------
<S>                                                              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                            $  147,205,704    $  125,517,714
- --------------------------------------------------------------
Net realized gain (loss) on investment transactions
  ($18,860,608 net gain and $5,182,436 net loss, respectively,
as computed for federal income tax purposes)                         12,114,105        (7,890,682)
- --------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
investments                                                         (41,032,970)       28,795,454
- --------------------------------------------------------------   --------------    --------------
  Change in net assets from operations                              118,286,839       146,422,486
- --------------------------------------------------------------   --------------    --------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3)--
- --------------------------------------------------------------
Dividends to shareholders from net investment income:
- --------------------------------------------------------------
  Institutional Shares                                             (139,286,614)     (123,799,825)
- --------------------------------------------------------------
  Institutional Service Shares                                       (7,919,090)       (1,717,889)
- --------------------------------------------------------------   --------------    --------------
  Change in net assets from distributions to shareholders          (147,205,704)     (125,517,714)
- --------------------------------------------------------------   --------------    --------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4)--
- --------------------------------------------------------------
Net proceeds from sales of shares                                 1,020,100,336       916,147,877
- --------------------------------------------------------------
Net asset value of shares issued to shareholders electing to
  receive payment of distributions in Fund shares                    34,919,870        28,623,142
- --------------------------------------------------------------
Cost of shares redeemed                                            (798,702,252)     (479,270,829)
- --------------------------------------------------------------   --------------    --------------
  Change in net assets resulting from Fund share transactions       256,317,954       465,500,190
- --------------------------------------------------------------   --------------    --------------
     Change in net assets                                           227,399,089       486,404,962
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                               1,820,335,211     1,333,930,249
- --------------------------------------------------------------   --------------    --------------
End of period                                                    $2,047,734,300    $1,820,335,211
- --------------------------------------------------------------   --------------    --------------
</TABLE>
    

* The period from June 18, 1992 (date of initial public investment) to January
31, 1993.

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


FEDERATED GNMA TRUST
NOTES TO FINANCIAL STATEMENTS
   
JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

(1) ORGANIZATION

   
Federated GNMA Trust, ("the Trust"), is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end, management investment
company. The Trust provides two classes of shares ("Institutional Shares" and
"Institutional Service Shares"). Institutional Service Shares are identical in
all respects to Institutional Shares except that Institutional Service Shares
are sold pursuant to a distribution plan ("Plan") adopted in accordance with
Investment Company Act Rule 12b-1.
    

(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. The
policies are in conformity with generally accepted accounting principles.

   
<TABLE>
<S>  <C>
A.   INVESTMENT VALUATIONS--U.S. government obligations are generally valued at the mean
     between the over-the-counter bid and asked prices as furnished by an independent pricing
     service.
B.   REPURCHASE AGREEMENTS--It is the policy of the Trust to require the custodian bank to
     take possession, to have legally segregated in the Federal Reserve Book Entry System or
     to have segregated within the custodian bank's vault, all securities held as collateral
     in support of repurchase agreement investments. Additionally, procedures have been
     established by the Trust to monitor, on a daily basis, the market value of each
     repurchase agreement's underlying collateral to ensure the value at least equals the
     principal amount of the repurchase transaction, including accrued interest.
     The Trust will only enter into repurchase agreements with banks and other recognized
     financial institutions such as broker/dealers which are deemed by the Trust's adviser to
     be creditworthy pursuant to guidelines established by the Board of Trustees
     ("Trustees"). Risks may arise from the potential inability of counterparties to honor
     the terms of the repurchase agreement. Accordingly, the Trust could receive less than
     the repurchase price on the sale of collateral securities.
C.   INCOME--Interest income is recorded on the accrual basis and includes discount earned,
     less any premium, on short-term obligations, and original issue discount on all other
     debt securities.
D.   FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the Internal
     Revenue Code, (the "Code") as amended, applicable to regulated investment companies and
     to distribute to shareholders each year substantially all of its taxable income,
     including any net realized gain on investments. Accordingly, no provisions for federal
     tax is necessary. At January 31, 1994, the Trust, for federal tax purposes, had a
     capital loss carryforward of $83,801,283 which will reduce the Trust's taxable income
     arising from future net realized gain on investments, if any, to the extent
</TABLE>
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<S>  <C>
     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,
     1996 ($31,912,913), 1997 ($18,028,171), 1998 ($14,893,518), 1999 ($13,784,245) and 2000
     ($5,182,436). Additionally, net capital losses of $10,374,414 attributable to security
     transactions incurred after October 31, 1993 are treated as arising on February 1, 1994,
     the first day of the Trust's next taxable year.
E.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in when-issued or
     delayed delivery transactions. The Trust records when-issued securities and maintains
     security positions such that sufficient liquid assets will be available to make payment
     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.
F.   DOLLAR ROLL TRANSACTIONS--The Trust enters into dollar roll transactions, with respect
     to mortgage securities issued by GNMA, FNMA and FHLMC, in which the Trust sells mortgage
     securities to financial institutions and simultaneously agrees to repurchase
     substantially similar (same type, coupon and maturity) securities at a later date at an
     agreed upon price. During the period between the sale and repurchase, the Trust forgoes
     principal and interest paid on the mortgage securities sold. The Trust is compensated by
     the interest earned on the cash proceeds of the initial sale and any additional fee
     income received on the sale.
G.   OTHER--Investment transactions are accounted for on the date of the transaction.
</TABLE>
    

(3) DIVIDENDS AND DISTRIBUTIONS

   
Dividends from net investment income are declared daily and paid monthly.
Distributions of any net realized capital gains are made at least once every
twelve months. Dividends and capital gain distributions, if any, are recorded on
the ex-dividend date.
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

(4) 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 JANUARY 31,
                                     ----------------------------------------------------------------
                                                  1994                              1993
                                     ------------------------------    ------------------------------
                                       SHARES           DOLLARS          SHARES           DOLLARS
                                     -----------     --------------    -----------     --------------
<S>                                  <C>             <C>               <C>             <C>
INSTITUTIONAL SHARES
- ----------------------------------
Shares outstanding, beginning of
period                               150,077,131     $1,798,223,784    114,604,384     $1,382,706,120
- ----------------------------------
Shares sold                           75,001,659        882,750,706     72,096,540        844,106,250
- ----------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares           2,539,103         29,822,854      2,325,483         27,205,875
- ----------------------------------
Shares redeemed                      (63,483,695)      (745,434,319)   (38,949,276)      (455,794,461)
- ----------------------------------   -----------     --------------    -----------     --------------
Shares outstanding, end of period    164,134,198     $1,965,363,025    150,077,131     $1,798,223,784
- ----------------------------------   -----------     --------------    -----------     --------------
</TABLE>
    

   
<TABLE>
<CAPTION>
                                                          YEAR ENDED JANUARY 31,
                                     ----------------------------------------------------------------
                                                  1994                             1993*
                                     ------------------------------    ------------------------------
                                       SHARES           DOLLARS          SHARES           DOLLARS
                                     -----------     --------------    -----------     --------------
<S>                                  <C>             <C>               <C>             <C>
INSTITUTIONAL SERVICE SHARES
- ----------------------------------
Shares outstanding, beginning of
period                                 4,253,153         49,982,526             --     $           --
- ----------------------------------
Shares sold                           11,649,200        137,349,630      6,131,846         72,041,627
- ----------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares             434,613          5,097,016        120,649          1,417,267
- ----------------------------------
Shares redeemed                       (4,546,844)       (53,267,933)    (1,999,342)       (23,476,368)
- ----------------------------------   -----------     --------------    -----------     --------------
Shares outstanding, end of period     11,790,122     $  139,161,239      4,253,153     $   49,982,526
- ----------------------------------   -----------     --------------    -----------     --------------
</TABLE>
    

   
* The period from June 18, 1992 (date of initial public investment) to January
31, 1993.
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

   
(5) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
    

   
Federated Management, the Trust's investment adviser ("Adviser"), receives for
its services an annual investment advisory fee equal to .40 of 1% of the Trust's
average daily net assets. For the year ended January 31, 1994, the Adviser
earned a fee of $8,180,174.
    

   
Administrative personnel and services were provided at approximate cost by
Federated Administrative Services, Inc. Effective March 1, 1994, Federated
Administrative Services ("FAS") will provide administrative personnel and
services at an annual rate of 0.15 of 1% on the first $250 million of average
aggregate net assets of the total Federated Funds; 0.125 of 1% on the next $250
million; 0.10 of 1% on the next $250 million; and 0.075 of 1% on average
aggregate net assets in excess of $750 million. The administrative fee received
during any fiscal year shall be at least $125,000 per portfolio and $30,000 per
each additional class of shares.
    

   
The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. 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 Fund may incur
distribution expenses up to .25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate FSC. For the year ended
January 31, 1994, FSC was compensated $287,334 in fees under the Plan.
    

   
Certain of the Officers and Trustees of the Trust are Officers and Directors of
the above corporations.
    

   
(6) INVESTMENT TRANSACTIONS
    

   
Purchases, and sales of investments excluding short-term securities, for the
fiscal year ended January 31, 1994.
    

   
<TABLE>
<S>                                                                             <C>
- -----------------------------------------------------------------------------
PURCHASES--                                                                     $2,661,935,260
- -----------------------------------------------------------------------------   --------------
SALES--                                                                         $2,343,022,606
- -----------------------------------------------------------------------------   --------------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of

FEDERATED GNMA TRUST:

   
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated GNMA Trust as of January 31, 1994,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended January 31, 1994 and 1993, and the
financial highlights (see pages 2 and 15 of the prospectus) for each of the
years in the ten-year period ended January 31, 1994. 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 the securities owned at
January 31, 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Federated GNMA Trust
as of January 31, 1994, the results of its operations, the changes in its net
assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.
    

DELOITTE & TOUCHE

Boston, Massachusetts
   
March 15, 1994
    


                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                      [THIS PAGE INTENTIONALLY LEFT BLANK]

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

   
<TABLE>
<S>             <C>                                          <C>
Federated GNMA 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                   2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditor
                Deloitte & Touche                            125 Summer Street
                                                             Boston, Massachusetts 02110-1617
- ------------------------------------------------------------------------------------------------
</TABLE>
    

                                              FEDERATED GNMA TRUST
                                              INSTITUTIONAL SHARES

                                              PROSPECTUS

                                              An Open-End, Diversified
                                              Management Investment Company

   
                                              March 31, 1994
    

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

   
      8022901A-IS (3/94)
    

FEDERATED GNMA TRUST
INSTITUTIONAL SERVICE SHARES

PROSPECTUS

   
The Institutional Service Shares of Federated GNMA Trust (the "Trust") offered
by this prospectus represent interests in a diversified portfolio of securities
(the "Fund") investing primarily in instruments issued or guaranteed by the
Government National Mortgage Association, to achieve current income. The Trust
is an open-end, diversified management investment company (a mutual fund).
Institutional Service Shares are sold at net asset value.
    

   
THE INSTITUTIONAL SERVICE 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 INSTITUTIONAL SERVICE 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 Fund. Keep this prospectus for
future reference.
    

   
The Fund has also filed a Combined Statement of Additional Information for
Institutional Service Shares and Institutional Shares dated March 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 Fund, contact the Fund at the address
listed in the back of this prospectus.
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

   
Prospectus dated March 31, 1994
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

   
FINANCIAL HIGHLIGHTS--
    
   
  INSTITUTIONAL SERVICE SHARES                                                 2
    
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
   
     Collateralized Mortgage Obligations
       ("CMOs")                                                                4
    
   
     Real Estate Mortgage
       Investment Conduits ("REMICs")                                          5
    
   
     Temporary Investments                                                     5
    
   
       Repurchase Agreements                                                   5
    
   
     Lending of Portfolio Securities                                           6
    
     When-Issued and Delayed
       Delivery Transactions                                                   6
   
  Investment Limitations                                                       6
    

   
TRUST INFORMATION                                                              6
    
- ------------------------------------------------------

   
  Management of the Trust                                                      6
    
   
     Board of Trustees                                                         6
    
   
     Investment Adviser                                                        6
    
   
       Advisory Fees                                                           6
    
       Adviser's Background                                                    7
   
     Other Payments to
       Financial Institutions                                                  7
    
   
  Distribution of Institutional
     Service Shares                                                            7
    
   
     Distribution and Shareholder
       Services Plans                                                          7
    
   
  Administration of the Fund                                                   8
    
   
     Administrative Services                                                   8
    
   
     Custodian                                                                 9
    
   
     Transfer Agent and
       Dividend Disbursing Agent                                               9
    
   
     Legal Counsel                                                             9
    
   
     Independent Auditors                                                      9
    

NET ASSET VALUE                                                                9
- ------------------------------------------------------
   
INVESTING IN INSTITUTIONAL
  SERVICE SHARES                                                               9
    
- ------------------------------------------------------

   
  Share Purchases                                                              9
    
   
     By Wire                                                                   9
    
   
     By Mail                                                                   9
    
  Minimum Investment Required                                                 10
  What Shares Cost                                                            10
   
  Exchanging Securities for Fund Shares                                       10
    
   
  Subaccounting Services                                                      10
    
   
  Certificates and Confirmations                                              10
    
  Dividends                                                                   11
  Capital Gains                                                               11

   
REDEEMING INSTITUTIONAL SERVICE SHARES                                        11
    
- ------------------------------------------------------

   
  Telephone Redemption                                                        11
    
   
  Written Requests                                                            11
    
     Signatures                                                               12
   
     Receiving Payment                                                        12
    
   
  Accounts with Low Balances                                                  12
    

   
SHAREHOLDER INFORMATION                                                       12
    
- ------------------------------------------------------

   
  Voting Rights                                                               12
    
  Massachusetts Partnership Law                                               13

   
TAX INFORMATION                                                               13
    
- ------------------------------------------------------

   
  Federal Income Tax                                                          13
    
  Pennsylvania Corporate and Personal
   
     Property Taxes                                                           13
    

PERFORMANCE INFORMATION                                                       14
- ------------------------------------------------------

   
OTHER CLASSES OF SHARES                                                       14
    
- ------------------------------------------------------

   
  Financial Highlights--
    
   
     Institutional Shares                                                     15
    
- ------------------------------------------------------

   
FINANCIAL STATEMENTS                                                          16
    
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  25
    
- ------------------------------------------------------

ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------


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

   
<TABLE>
<S>                                                                             <C>      <C>
                                 INSTITUTIONAL SERVICE SHARES
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable)................................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                    ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee........................................................................   0.40%
12b-1 Fee(1)..........................................................................    0.02%
Total Other Expenses..................................................................    0.35%
  Shareholder Servicing Fee (2)..............................................    0.23%
     Total Institutional Service Shares Operating Expenses(3).........................    0.77%
</TABLE>
    

   
(1) The maximum 12b-1 Fee is 0.25%.
    

   
(2) The maximum Shareholder Servicing 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 January 31,
    1995. The Total Institutional Service Shares Operating Expenses were 0.76%
    for the fiscal year ended January 31, 1994.
    

   
     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 FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE
DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE " TRUST INFORMATION" AND
"INVESTING IN INSTITUTIONAL SERVICE SHARES." 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 invest-
ment assuming (1) 5% annual return and (2) redemption at
the end of each time period.............................     $8        $25        $43        $ 95
</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 Fund. The Fund 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."


   
FEDERATED GNMA TRUST
    

   
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
    
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference is made to the Independent Auditors' Report on page 25.
    

   
<TABLE>
<CAPTION>
                                                                        YEAR ENDED
                                                                        JANUARY 31,
                                                                   ---------------------
                                                                     1994        1993*
                                                                   --------     --------
<S>                                                                <C>          <C>
- ----------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                $11.80       $11.71
- ----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------
  Net Investment income                                               0.82         0.61
- ----------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments             (0.16 )       0.09
                                                                   --------     --------
- ----------------------------------------------------------------
  Total from investment operations                                    0.66         0.70
                                                                   --------     --------
- ----------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.82 )      (0.61 )
                                                                   --------     --------
- ----------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                      $11.64       $11.80
- ----------------------------------------------------------------   -------      -------
TOTAL RETURN**                                                        5.76 %       5.62 %
- ----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------
  Expenses                                                            0.76 %       0.76 %(a)
- ----------------------------------------------------------------
  Net investment income                                               6.97 %       7.57 %(a)
- ----------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------
  Net assets, end of period (000 omitted)                          $137,235     $50,166
- ----------------------------------------------------------------
  Portfolio turnover rate                                              117 %         33 %
- ----------------------------------------------------------------
</TABLE>
    

   
 * Reflects operations for the period from June 18, 1992 (date of initial public
investment) to
   January 31, 1993.
    
   
** 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.
    

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

   
Further information about the Fund's performance is contained in the Fund's
annual report dated January 31, 1994, which can be obtained free of charge.
    


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

   
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated December 10, 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 ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Institutional Shares. This prospectus
relates to Institutional Service Shares of the Fund.
    

Institutional Service Shares ("Shares") are designed primarily for retail and
private banking customers of financial institutions as a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
mortgage-backed securities. A minimum initial investment of $25,000 over a 90-
day period is required.

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

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

INVESTMENT OBJECTIVE

   
The investment objective of the Fund is current income. The investment objective
may not be changed without the approval of shareholders. The Fund pursues this
investment objective by investing primarily in instruments issued or guaranteed
by the Government National Mortgage Association ("GNMA"). While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.
    

INVESTMENT POLICIES

   
As a matter of investment policy which may be changed without shareholder
approval, the Fund will limit its investments to those that are permitted for
purchase by federal savings associations pursuant to applicable rules,
regulations, or interpretations of the Office of Thrift Supervisor. Should
additional permitted investments be allowed as a result of future changes in
applicable regulations or federal laws, the Fund reserves the right, without
shareholder approval, to make such investments consistent with the Fund's
investment objective, policies, and limitations. Further, should existing
statutes or regulations change so as to cause any securities held by the Fund to
become ineligible for purchase by federal savings associations, the Fund will
dispose of those securities at times advantageous to the Fund.
    

   
As operated within the above limitation, the Fund may also serve as an
appropriate vehicle for a national bank as an investment for its own account.
    

   
Unless otherwise designated, the investment policies described below may not be
changed without shareholder approval.
    

ACCEPTABLE INVESTMENTS.  The Fund will invest primarily in mortgage-backed
securities. Under normal circumstances, at least 65% of the Fund's portfolio
will be invested in instruments issued or fully guaranteed as to principal and
interest by GNMA. In addition, to the extent that the Fund will invest in


other mortgage-backed securities, as described below, these will be
collateralized by GNMA obligations.

The Fund's permissible investments are as follows:

     - collateralized mortgage obligations;

   
     - real estate mortgage investment conduits; and
    

     - notes, bonds and discount notes of the following U.S. government agencies
       or instrumentalities: GNMA, Export-Import Bank of the United States,
       General Services Administration, Small Business Administration,
       Washington Metropolitan Transit Authority, Federal National Mortgage
       Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC"),
       Bank for Cooperatives, Federal Farm Credit Banks, Tennessee Valley
       Authority, Commodity Credit Corporation, Federal Financing Bank, the
       Student Loan Marketing Association, or National Credit Union
       Administration. These government securities in which the Fund may invest
       are backed in a variety of ways by the U.S. government or its agencies or
       instrumentalities. Some of these securities, such as GNMA mortgage-backed
       securities, are backed by the full faith and credit of the U.S.
       government. Other securities, such as obligations of the FNMA or FHLMC,
       are backed by the credit of the agency or instrumentality issuing the
       obligations but not the full faith and credit of the U.S. government.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS").  CMOs are bonds issued by
single-purpose, stand-alone finance subsidiaries or trusts of financial
institutions, government agencies, investment bankers, or companies related to
the construction industry. CMOs purchased by the Fund will be collateralized by
pools of mortgages in which each mortgage is guaranteed as to payment of
principal and interest by GNMA.

   
All CMOs purchased by the Fund are issued by an agency of the United States and
are rated in the highest rating category by a nationally recognized statistical
rating organization.
    

The following example illustrates how mortgage cash flows are prioritized in the
case of CMOs--most of the CMOs in which the Fund invests use the same basic
structure:

(1) Several classes of securities are issued against a pool of mortgage
    collateral. The most common structure contains four classes of securities:
    The first three (A, B, and C bonds) pay interest at their stated rates
    beginning with the issue date; the final class (Z bond) typically receives
    any excess income from the underlying investments after payments are made to
    the other classes and receives no principal or interest payments until the
    shorter maturity classes have been retired, but then receives all remaining
    principal and interest payments.

(2) The cash flows from the underlying mortgages are applied first to pay
    interest and then to retire securities.

(3) The classes of securities are retired sequentially. All principal payments
    are directed first to the shortest-maturity class (or A bond). When those
    securities are completely retired, all principal payments are then directed
    to the next-shortest-maturity security (or B bond). This process continues
    until all of the classes have been paid off.


Because the cash flow is distributed sequentially instead of pro-rata, as with
pass-through securities, the cash flows and average lives of CMOs are more
predictable, and there is a period of time during which the investors in the
longer-maturity classes receive no principal paydowns. One or more of the
classes are often adjustable rate. The interest portion of these payments is
distributed by the Fund as income, and the capital portion is reinvested.

REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS").  REMICs are offerings of
multiple class real estate mortgage-backed securities which qualify and elect
treatment as such under provisions of the Internal Revenue Code. Issuers of
REMICs may take several forms, such as trusts, partnerships, corporations,
associations or a segregated pool of mortgages. Once REMIC status is elected and
obtained, the entity is not subject to federal income taxation. Instead, income
is passed through the entity and is taxed to the person or persons who hold
interests in the REMIC. A REMIC interest must consist of one of more classes of
"regular interests," some of which may offer adjustable rates, and a single
class of "residual interests." To qualify as a REMIC, substantially all of the
assets of the entity must be in assets directly or indirectly secured
principally by real property.

                              *     *     *     *

Because the mortgages underlying mortgage-backed securities often may be prepaid
without penalty or premium, mortgage-backed securities are generally subject to
higher prepayment risks than most other types of debt instruments. Prepayment
risks on mortgage securities tend to increase during periods of declining
mortgage interest rates, because many borrowers refinance their mortgages to
take advantage of the more favorable rates. Depending upon market conditions,
the yield that the Fund receives from the reinvestment of such prepayments, or
any scheduled principal payments, may be lower than the yield on the original
mortgage security. As a consequence, mortgage securities may be a less effective
means of "locking in" interest rates than other types of debt securities having
the same stated maturity and may also have less potential for capital
appreciation. For certain types of asset pools, such as collateralized mortgage
obligations, prepayments may be allocated to one tranche of securities ahead of
other tranches, in order to reduce the risk of prepayment for the other
tranches.

Prepayments may result in a capital loss to the Fund to the extent that the
prepaid mortgage securities were purchased at a market premium over their stated
principal amount. Conversely, the prepayment of mortgage securities purchased at
a market discount from their stated principal amount will accelerate the
recognition of interest income by the Fund, which would be taxed as ordinary
income when distributed to the shareholders.

TEMPORARY INVESTMENTS.  For defensive purposes only, the Fund may invest
temporarily in cash and money market instruments during times of unusual market
conditions and to maintain liquidity. Money market instruments may include:

     - obligations of the U.S. government or its agencies or instrumentalities;
and

     - repurchase agreements.

     REPURCHASE AGREEMENTS.  Repurchase agreements are arrangements in which
     banks, broker/ dealers, and other recognized financial institutions sell
     U.S. government securities or other securities to the Fund and agree at the
     time of sale to repurchase them at a mutually agreed upon


     time and price. To the extent that the original seller does not repurchase
     the securities from the Fund, the Fund could receive less than the
     repurchase price on any sale of such securities.

   
LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both
up to one-third of the value of its total assets to broker/dealers, banks, or
other institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the
investment adviser has determined are creditworthy under guidelines established
by the Trustees. The Fund will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned.
    

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase U.S.
government obligations on a when-issued or delayed delivery basis. In
when-issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction. The seller's failure to complete the transaction may
cause the Fund to miss a price or yield considered to be advantageous.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow money and
engage in reverse repurchase agreements 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.

   
As a matter of investment practice, which can be changed without shareholder
approval, the Fund will not invest more than 15% of its net assets in securities
which are illiquid, including repurchase agreements providing for settlement in
more than seven days after notice, and certain restricted securities not
determined by the Trustees to be liquid.
    

   
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 Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

   
     ADVISORY FEES.  The Fund's adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The adviser
     has also undertaken to reimburse the Fund for operating expenses in excess
     of limitations established by certain states. This does not include
    


   
     reimbursement to the Trust of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities.
    

     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.
    

   
     Gary J. Madich has been the Fund's portfolio manager since February, 1987.
     Mr. Madich joined Federated Investors in 1984 and has been a Senior Vice
     President of the Fund's investment adviser since 1993. Mr. Madich served as
     a Vice President of the Fund's investment adviser from 1988 until 1993. Mr.
     Madich is a Chartered Financial Analyst and received his M.B.A. in Public
     Finance from the University of Pittsburgh.
    

   
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 Fund, advised by those entities. These payments will be made
directly by the distributor or adviser from their assets, and will not be made
from the assets of the Fund 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.

   
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund will pay to the distributor an amount, computed at an annual rate of
.25 of 1% of the average daily net asset value of the Institutional Service
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 Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.
    

   
In addition, the Fund has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of the Institutional Service Shares to obtain certain personal
services for shareholders and the maintenance of shareholder accounts
("shareholder services"). The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which Federated Shareholder Services will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.
    

   
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustee 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 law.
    

ADMINISTRATION OF THE FUND

   
ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate, 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>
                                                         AVERAGE AGGREGATE DAILY NET
         MAXIMUM ADMINISTRATIVE FEE                     ASSETS OF THE FEDERATED FUNDS
- ---------------------------------------------   ---------------------------------------------
<S>                                             <C>
                 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, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.
    

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

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

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche, Boston, Massachusetts.
    

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

   
The Fund'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 Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Shares may exceed that of 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. Shares may be purchased either by wire or 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 Fund reserves the right to reject any purchase request.

   
BY WIRE.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Boston time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Boston
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: Federated GNMA Trust--Institutional Service
Shares; Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased by wire on days on which
the New York Stock Exchange is closed and on federal holidays restricting wire
transfers.
    

   
BY MAIL.  To purchase Shares by mail, send a check made payable to Federated
GNMA Trust-- Institutional Service Shares to 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 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. An
institutional investor's minimum investment will be calculated by combining all
accounts it maintains with the Trust.

Individual accounts established through a non-affiliated bank or broker may be
subject to a smaller minimum investment.

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 Fund. 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. (Boston time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund'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; and (iii) the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
    

EXCHANGING SECURITIES FOR FUND SHARES

   
Investors may exchange certain U.S. government securities or a combination of
securities and cash for Shares. The securities and any cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Investors wishing to
exchange securities should first contact Federated Securities Corp.
    

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 charges 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 Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.
    


Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during the
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 the transfer agent. 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
on payment dates in additional Shares unless cash payments are requested by
contacting the Fund.
    

CAPITAL GAINS

Capital gains realized by the Fund, if any, are distributed at least once every
12 months.

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

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

TELEPHONE REDEMPTION

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Boston time). The proceeds will normally be wire transferred 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 Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

   
Telephone redemption instructions may be recorded. If reasonable procedures are
not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.
    

   
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If 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 Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name, 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 Fund, 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
       and Exchange Act of 1934.

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

   
The Fund and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Fund may elect in the future to
limit eligible signature guarantors to institutions that are members of a
signature guarantee program. The Fund 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 Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund'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 Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights except that, in matters
affecting only a particular fund or class, only shares of that fund or class are
entitled to vote.

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.


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

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

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

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

     - Fund 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 Fund would be subject to such
       taxes if owned directly by residents of those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.


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

From time to time the Fund advertises its total return and yield for Shares.

Total return represents the change, over a specified period of time, in the
value of an investment in the Shares of the Fund 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 Fund 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 offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.
    

Shares are sold without any sales load or other similar non-recurring charges.

Total return and 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 and yield for Institutional Shares for
the same period, will exceed that of Institutional Service Shares.

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

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

Institutional Shares are sold to accounts for which financial institutions act
in a fiduciary or agency capacity. Institutional Shares are sold at net asset
value. Investments in Institutional Shares are subject to a minimum initial
investment of $25,000.

Institutional Shares are distributed without a 12b-1 Plan.

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

   
The amount of dividends payable to Institutional Shares will 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.


   
FEDERATED GNMA TRUST
    
   
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
    
- --------------------------------------------------------------------------------

   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
Reference is made to the Independent Auditors' Report on page 25.
    

   
<TABLE>
<CAPTION>
                                                         YEAR ENDED JANUARY 31,
       ---------------------------------------------------------------------------------------------------------------------------
          1994         1993         1992         1991         1990         1989         1988         1987        1986       1985
       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------   --------   --------
<S>    <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>        <C>
- ---
NET
ASSET
VALUE,
BEGINNING
 OF
 PERIOD     $11.80      $11.64       $11.29       $10.97       $10.70       $11.08       $11.46       $11.35     $10.77     $10.63
- ---
INCOME
 FROM
 INVESTMENT
 OPERATIONS
- ---
Net
investment
   income       0.85       0.93        0.98         1.00         1.00         1.01         1.04         1.11       1.22       1.26
- ---
Net
realized
   and
   unrealized
   gain(loss)
   on
   investments      (0.16)       0.16       0.35       0.32       0.27       (0.38)       (0.38)        0.14       0.58       0.13
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
 Total
  from
  investment
   operations       0.69       1.09       1.33       1.32        1.27         0.63         0.66         1.25       1.80       1.39
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
LESS
DISTRIBUTIONS
 Dividends
   to
   shareholders
   from
   net
   investment
   income      (0.85)      (0.93)      (0.98)      (1.00)       (1.00)       (1.01)       (1.04)       (1.11)     (1.22)     (1.25)
- ---
 Distributions
   to
   shareholders
   from net
   realized
   gain on
   investment
 transactions         --         --         --         --          --           --           --        (0.03)        --         --
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
 Total
 distributions      (0.85)      (0.93)      (0.98)      (1.00)      (1.00)      (1.01)      (1.04)      (1.14)    (1.22)     (1.25)
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----      -----
NET
ASSET
VALUE,
 END
 OF
 PERIOD     $11.64      $11.80       $11.64       $11.29       $10.97       $10.70       $11.08       $11.46     $11.35     $10.77
- ---         -----        -----        -----        -----        -----        -----        -----        -----      -----   ------
TOTAL
RETURN*       6.02%       9.78%       12.25%       12.65%       12.33%        5.99%        6.29%       11.53%     17.75%     14.53%
- ---
RATIOS
 TO
 AVERAGE
 NET
 ASSETS
- ---
Expenses       0.51%       0.51%       0.51%        0.52%        0.52%        0.53%        0.52%        0.51%      0.61%      0.53%
- ---
Net
investment
 income       7.22%       7.98%        8.54%        9.08%        9.19%        9.33%        9.51%        9.66%     11.01%     12.35%
- ---
Expense
 waiver/reimbursement(a)         --         --         --         --         --         --         --         --       --     0.13%
- ---
SUPPLEMENTAL
 DATA
- ---
Net
assets,
 end of
 period
 (000
 omitted) $1,910,500 $1,770,169  $1,333,930   $1,268,706   $1,312,780   $1,710,890   $2,111,559   $2,515,127   $569,404   $174,882
- ---
Portfolio
 turnover
 rate         117%          33%          57%          48%          27%          40%          45%         100%       141%       147%
- ---
</TABLE>
    

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

   
(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 5).
    

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

   
Further information about the Fund's performance is contained in the Fund's
annual report dated January 31, 1994, which can be obtained free of charge.
    


FEDERATED GNMA TRUST
PORTFOLIO OF INVESTMENTS
   
JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                             VALUE
- ------------                                                                      --------------
<C>             <S>                                                               <C>
LONG-TERM GOVERNMENT OBLIGATIONS--100.1%
- -------------------------------------------------------------------------------
                *GOVERNMENT NATIONAL MORTGAGE ASSOCIATION--93.5%
                ---------------------------------------------------------------
$164,851,822    6.50%, 12/15/2023                                                 $  165,521,121**
                ---------------------------------------------------------------
 474,279,079    7.00%, 1/1/2099                                                      487,615,806**
                ---------------------------------------------------------------
</TABLE>
    

   
<TABLE>
<C>             <S>                                                               <C>
 359,438,025    7.50%, 1/15/2024                                                     376,173,460
                ---------------------------------------------------------------
 229,290,185    8.00%, 4/15/2017-3/15/2023                                           242,798,049
                ---------------------------------------------------------------
 216,272,028    9.00%, 8/15/2016-1/20/2020                                           231,422,442
                ---------------------------------------------------------------
 145,230,805    9.50%, 7/15/2009-5/15/2020                                           157,215,796
                ---------------------------------------------------------------
 106,286,668    10.00%, 4/15/2016-12/20/2020                                         117,318,128
                ---------------------------------------------------------------
  19,204,497    10.50%, 1/15/2016-6/15/2018                                           21,581,053
                ---------------------------------------------------------------
  12,804,753    11.00%, 8/15/2019                                                     14,589,351
                ---------------------------------------------------------------
  25,422,544    11.50%, 4/15/2016                                                     29,347,022
                ---------------------------------------------------------------
  36,101,241    12.00%, 9/15/2013                                                     42,125,456
                ---------------------------------------------------------------
  18,698,109    12.50%, 7/15/2014                                                     22,005,244
                ---------------------------------------------------------------
   2,526,006    13.00%, 1/15/2015                                                      2,982,253
                ---------------------------------------------------------------
   3,282,005    13.50%, 10/15/2012                                                     3,888,125
                ---------------------------------------------------------------   --------------
                TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
                (IDENTIFIED COST $1,876,274,385)                                   1,914,583,306
                ---------------------------------------------------------------   --------------
                UNITED STATES TREASURY NOTES--6.6%
                ---------------------------------------------------------------
  97,000,000    6.25%, 2/15/2003                                                     101,243,750
                ---------------------------------------------------------------
  31,220,000    6.375%, 1/15/2000                                                     33,099,132
                ---------------------------------------------------------------   --------------
                TOTAL UNITED STATES TREASURY NOTES
                (IDENTIFIED COST $135,156,734)                                       134,342,882
                ---------------------------------------------------------------   --------------
                TOTAL LONG-TERM GOVERNMENT OBLIGATIONS
                (IDENTIFIED COST $2,011,431,119)                                   2,048,926,188
                ---------------------------------------------------------------   --------------
</TABLE>
    


   
FEDERATED GNMA TRUST
    
   
- --------------------------------------------------------------------------------
    

   
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                             VALUE
- ------------                                                                      --------------
<C>             <S>                                                               <C>
(A) REPURCHASE AGREEMENTS--15.8%
- -------------------------------------------------------------------------------
$  9,275,000    J.P. Morgan Securities, Inc., 3.19%, dated 1/31/94, due 2/1/94
                (b)                                                               $    9,275,000
                ---------------------------------------------------------------
165,000,000+    First Boston Corp., 3.16%, dated 1/19/94, due 2/16/94                165,000,000
                ---------------------------------------------------------------
150,000,000+    Goldman, Sachs & Co., 3.15%, dated 1/19/94, due 2/16/94 (b)          150,000,000
                ---------------------------------------------------------------   --------------
                TOTAL REPURCHASE AGREEMENTS (AT AMORTIZED COST) (NOTE 2B)            324,275,000
                ---------------------------------------------------------------   --------------
                TOTAL INVESTMENTS (IDENTIFIED COST $2,335,706,119)                $2,373,201,188++
                ---------------------------------------------------------------   --------------
</TABLE>
    

   
 * Because of monthly principal payments, the average lives of the Government
   National Mortgage Association Modified Pass-Through securities (based upon
   FHA/VA historical experience) are less than the indicated periods.
    

   
** Includes securities with a market value of $320,248,800 subject to Dollar
   Roll transactions.
    

   
(a) Repurchase agreements are fully collateralized by U.S. government and/or
    agency obligations based on market prices at the date of the portfolio.
    

   
(b) The investments in repurchase agreements are through participation in a
    joint account with other Federated Funds.
    

   
 + Although final maturity falls beyond seven days, a liquidity feature is
   included in each transaction to permit termination of the repurchase
   agreement within seven days.
    

   
++ The cost of investments for federal tax purposes amounts to $2,335,817,213.
   The net unrealized appreciation on a federal tax cost basis amounts to
   $37,383,975, which is comprised of $40,911,331 appreciation and $3,527,356
   depreciation at January 31, 1994.
    

   
Note: The categories of investments are shown as a percentage of net assets
      ($2,047,734,300) at January 31, 1994.
    

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


   
FEDERATED GNMA TRUST
    

   
STATEMENT OF ASSETS AND LIABILITIES
    
   
JANUARY 31, 1994
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                               <C>             <C>
ASSETS:
- ------------------------------------------------------------------------------
Investments, at value (Notes 2A and 2B) (identified cost $2,335,706,119;
tax cost $2,335,817,213)                                                          $2,373,201,188
- ------------------------------------------------------------------------------
Receivable for investments sold                                                       51,124,895
- ------------------------------------------------------------------------------
Interest receivable                                                                   13,675,584
- ------------------------------------------------------------------------------
Receivable for Fund shares sold                                                        1,892,291
- ------------------------------------------------------------------------------    --------------
     Total assets                                                                  2,439,893,958
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for dollar roll transactions (Note 2F)                    $316,212,625
- ---------------------------------------------------------------
Payable for investments purchased                                   63,492,861
- ---------------------------------------------------------------
Dividends payable                                                    8,869,673
- ---------------------------------------------------------------
Payable for Fund shares redeemed                                     3,406,054
- ---------------------------------------------------------------
Payable to bank                                                         32,902
- ---------------------------------------------------------------
Accrued expenses                                                       145,543
- ---------------------------------------------------------------   ------------
     Total liabilities                                                               392,159,658
- ------------------------------------------------------------------------------    --------------
NET ASSETS for 175,924,320 shares of beneficial interest outstanding              $2,047,734,300
- ------------------------------------------------------------------------------    --------------
NET ASSETS CONSISTS OF:
- ------------------------------------------------------------------------------
Paid in capital                                                                   $2,104,524,265
- ------------------------------------------------------------------------------
Unrealized appreciation of investments                                                37,495,069
- ------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (94,285,034)
- ------------------------------------------------------------------------------    --------------
     Total                                                                        $2,047,734,300
- ------------------------------------------------------------------------------    --------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
Institutional Shares ($1,910,499,593 / 164,134,198 shares of
  beneficial interest outstanding)                                                        $11.64
- ------------------------------------------------------------------------------    --------------
Institutional Service Shares ($137,234,707 / 11,790,122 shares of beneficial
  interest outstanding)                                                                   $11.64
- ------------------------------------------------------------------------------    --------------
</TABLE>
    

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


FEDERATED GNMA TRUST

STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 31, 1994
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                   <C>           <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------
Interest income (Note 2C) (net of interest expense of $5,291,699)                   $157,922,760
- --------------------------------------------------------------------------------
EXPENSES--
- --------------------------------------------------------------------------------
Investment advisory fee (Note 5)                                      $8,180,174
- -------------------------------------------------------------------
Trustees' fees                                                            22,730
- -------------------------------------------------------------------
Administrative personnel and services (Note 5)                         1,316,655
- -------------------------------------------------------------------
Custodian, transfer and dividend disbursing agent fees and expenses      683,096
- -------------------------------------------------------------------
Auditing fees                                                             25,791
- -------------------------------------------------------------------
Legal fees                                                                19,472
- -------------------------------------------------------------------
Printing and postage                                                      19,238
- -------------------------------------------------------------------
Registration costs                                                        61,021
- -------------------------------------------------------------------
Taxes                                                                     47,000
- -------------------------------------------------------------------
Insurance premiums                                                        39,520
- -------------------------------------------------------------------
Distribution services fees (Note 5)                                      287,334
- -------------------------------------------------------------------
Miscellaneous                                                             15,025
- -------------------------------------------------------------------   ----------
     Total expenses                                                                   10,717,056
- --------------------------------------------------------------------------------    ------------
          Net investment income                                                      147,205,704
- --------------------------------------------------------------------------------    ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------
Net Realized gain (loss) on investments (identified cost basis)--                     12,114,105
- --------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
  investments--                                                                      (41,032,970)
- --------------------------------------------------------------------------------    ------------
     Net realized and unrealized gain (loss) on investments                          (28,918,865)
- --------------------------------------------------------------------------------    ------------
       Change in net assets resulting from operations                               $118,286,839
- --------------------------------------------------------------------------------    ------------
</TABLE>
    

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


FEDERATED GNMA TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                      YEAR ENDED JANUARY 31,
                                                                 --------------------------------
                                                                      1994             1993*
                                                                 --------------    --------------
<S>                                                              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                            $  147,205,704    $  125,517,714
- --------------------------------------------------------------
Net realized gain (loss) on investment transactions
  ($18,860,608> net gain and $5,182,436 net loss,
respectively, as computed for federal income tax purposes)           12,114,105        (7,890,682)
- --------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
investments                                                         (41,032,970)       28,795,454
- --------------------------------------------------------------   --------------    --------------
  Change in net assets from operations                              118,286,839       146,422,486
- --------------------------------------------------------------   --------------    --------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 3)--
- --------------------------------------------------------------
Dividends to shareholders from net investment income:
- --------------------------------------------------------------
  Institutional Shares                                             (139,286,614)     (123,799,825)
- --------------------------------------------------------------
  Institutional Service Shares                                       (7,919,090)       (1,717,889)
- --------------------------------------------------------------   --------------    --------------
  Change in net assets from distributions to shareholders          (147,205,704)     (125,517,714)
- --------------------------------------------------------------   --------------    --------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 4)--
- --------------------------------------------------------------
Net proceeds from sales of shares                                 1,020,100,336       916,147,877
- --------------------------------------------------------------
Net asset value of shares issued to shareholders electing to
  receive payment of distributions in Fund shares                    34,919,870        28,623,142
- --------------------------------------------------------------
Cost of shares redeemed                                            (798,702,252)     (479,270,829)
- --------------------------------------------------------------   --------------    --------------
  Change in net assets resulting from Fund share transactions       256,317,954       465,500,190
- --------------------------------------------------------------   --------------    --------------
     Change in net assets                                           227,399,089       486,404,962
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                               1,820,335,211     1,333,930,249
- --------------------------------------------------------------   --------------    --------------
End of period                                                    $2,047,734,300    $1,820,335,211
- --------------------------------------------------------------   --------------    --------------
</TABLE>
    

* The period from June 18, 1992 (date of initial public investment) to January
31, 1993.

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


FEDERATED GNMA TRUST
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

   
Federated GNMA Trust, ("the Trust"), is registered under the Investment Company
Act of 1940, as amended, as a diversified, open-end, management investment
company. The Trust provides two classes of shares ("Institutional Shares" and
"Institutional Service Shares"). Institutional Service Shares are identical in
all respects to Institutional Shares except that Institutional Service Shares
are sold pursuant to a distribution plan ("Plan") adopted in accordance with
Investment Company Act Rule 12b-1.
    

(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. The
policies are in conformity with generally accepted accounting principles.

   
<TABLE>
<S>  <C>
A.   INVESTMENT VALUATIONS--U.S. government obligations are generally valued at the mean
     between the over-the-counter bid and asked prices as furnished by an independent pricing
     service.
B.   REPURCHASE AGREEMENTS--It is the policy of the Trust to require the custodian bank to
     take possession, to have legally segregated in the Federal Reserve Book Entry System or
     to have segregated within the custodian bank's vault, all securities held as collateral
     in support of repurchase agreement investments. Additionally, procedures have been
     established by the Trust to monitor, on a daily basis, the market value of each
     repurchase agreement's underlying collateral to ensure the value at least equals the
     principal amount of the repurchase transaction, including accrued interest.
     The Trust will only enter into repurchase agreements with banks and other recognized
     financial institutions such as broker/dealers which are deemed by the Trust's adviser to
     be creditworthy pursuant to guidelines established by the Board of Trustees
     ("Trustees"). Risks may arise from the potential inability of counterparties to honor
     the terms of the repurchase agreement. Accordingly, the Trust could receive less than
     the repurchase price on the sale of collateral securities.
C.   INCOME--Interest income is recorded on the accrual basis and includes discount earned,
     less any premium, on short-term obligations, and original issue discount on all other
     debt securities.
D.   FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the Internal
     Revenue Code, (the "Code") as amended, applicable to regulated investment companies and
     to distribute to shareholders each year substantially all of its taxable income,
     including any net realized gain on investments. Accordingly, no provisions for federal
     tax is necessary. At January 31, 1994, the Trust, for federal tax purposes, had a
     capital loss carryforward of $83,801,283 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
</TABLE>
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<S>  <C>
     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 1996 ($31,912,913),
     1997 ($18,028,171), 1998 ($14,893,518), 1999 ($13,784,245) and 2000 ($5,182,436).
     Additionally, net capital losses of $10,374,414 attributable to security transactions
     incurred after October 31, 1993 are treated as arising on February 1, 1994, the first
     day of the Trust's next taxable year.
E.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in when-issued or
     delayed delivery transactions. The Trust records when-issued securities and maintains
     security positions such that sufficient liquid assets will be available to make payment
     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.
F.   DOLLAR ROLL TRANSACTIONS--The Trust enters into dollar roll transactions, with respect
     to mortgage securities issued by GNMA, FNMA and FHLMC, in which the Trust sells mortgage
     securities to financial institutions and simultaneously agrees to repurchase
     substantially similar (same type, coupon and maturity) securities at a later date at an
     agreed upon price. During the period between the sale and repurchase, the Trust forgoes
     principal and interest paid on the mortgage securities sold. The Trust is compensated by
     the interest earned on the cash proceeds of the initial sale and any additional fee
     income received on the sale.
G.   OTHER--Investment transactions are accounted for on the date of the transaction.
</TABLE>
    

(3) DIVIDENDS AND DISTRIBUTIONS

   
Dividends from net investment income are declared daily and paid monthly.
Distributions of any net realized capital gains are made at least once every
twelve months. Dividends and capital gain distributions, if any, are recorded on
the ex-dividend date.
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

(4) 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 JANUARY 31,
                                     ----------------------------------------------------------------
                                                  1994                              1993
                                     ------------------------------    ------------------------------
                                       SHARES           DOLLARS          SHARES           DOLLARS
                                     -----------     --------------    -----------     --------------
<S>                                  <C>             <C>               <C>             <C>
INSTITUTIONAL SHARES
- ----------------------------------
Shares outstanding, beginning
of period                            150,077,131     $1,798,223,784    114,604,384     $1,382,706,120
- ----------------------------------
Shares sold                           75,001,659        882,750,706     72,096,540        844,106,250
- ----------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares           2,539,103         29,822,854      2,325,483         27,205,875
- ----------------------------------
Shares redeemed                      (63,483,695)      (745,434,319)   (38,949,276)      (455,794,461)
- ----------------------------------   -----------     --------------    -----------     --------------
Shares outstanding, end of period    164,134,198     $1,965,363,025    150,077,131     $1,798,223,784
- ----------------------------------   -----------     --------------    -----------     --------------
</TABLE>
    

   
<TABLE>
<CAPTION>
                                                          YEAR ENDED JANUARY 31,
                                     ----------------------------------------------------------------
                                                  1994                             1993*
                                     ------------------------------    ------------------------------
                                       SHARES           DOLLARS          SHARES           DOLLARS
                                     -----------     --------------    -----------     --------------
<S>                                  <C>             <C>               <C>             <C>
INSTITUTIONAL SERVICE SHARES
- ----------------------------------
Shares outstanding, beginning
of period                              4,253,153     $   49,982,526             --     $           --
- ----------------------------------
Shares sold                           11,649,200        137,349,630      6,131,846         72,041,627
- ----------------------------------
Shares issued to shareholders
electing to receive payment of
distributions in Fund shares             434,613          5,097,016        120,649          1,417,267
- ----------------------------------
Shares redeemed                       (4,546,844)       (53,267,933)    (1,999,342)       (23,476,368)
- ----------------------------------   -----------     --------------    -----------     --------------
Shares outstanding, end of period     11,790,122     $  139,161,239      4,253,153     $   49,982,526
- ----------------------------------   -----------     --------------    -----------     --------------
</TABLE>
    

   
* The period from June 18, 1992 (date of initial public investment) to January
  31, 1993.
    


FEDERATED GNMA TRUST
- --------------------------------------------------------------------------------

(5) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATE

   
Federated Management, the Trust's investment adviser ("Adviser"), receives for
its services an annual investment advisory fee equal to .40 of 1% of the Trust's
average daily net assets. For the year ended January 31, 1994, the Adviser
earned a fee of $8,180,174.
    

   
Administrative personnel and services were provided at approximate cost by
Federated Administrative Services, Inc. Effective March 1, 1994, Federated
Administrative Services ("FAS") will provide administrative personnel and
services at an annual rate of 0.15 of 1% on the first $250 million of average
aggregate net assets of the total Federated Funds; 0.125 of 1% on the next $250
million; 0.10 of 1% on the next $250 million; and 0.075 of 1% on average
aggregate net assets in excess of $750 million. The administrative fee received
during any fiscal year shall be at least $125,000 per portfolio and $30,000 per
each additional class of shares.
    

   
The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. 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 Fund may incur
distribution expenses up to .25 of 1% of the average daily net assets of the
Institutional Service Shares, annually, to compensate FSC. For the year ended
January 31, 1994, FSC was compensated $287,334 in fees under the Plan.
    

   
Certain of the Officers and Trustees of the Trust are Officers and Directors of
the above corporations.
    

(6) INVESTMENT TRANSACTIONS

   
Purchases, and sales of investments excluding short-term securities, for the
fiscal year ended January 31, 1994.
    

   
<TABLE>
<S>                                                                             <C>
- -----------------------------------------------------------------------------
PURCHASES                                                                       $2,661,935,260
- -----------------------------------------------------------------------------   --------------
SALES                                                                           $2,343,022,606
- -----------------------------------------------------------------------------   --------------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of

FEDERATED GNMA TRUST:

   
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated GNMA Trust as of January 31, 1994,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended January 31, 1994 and 1993, and the
financial highlights (see pages 2 and 15 of the prospectus) for each of the
years in the ten-year period ended January 31, 1994. 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 the securities owned at
January 31, 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Federated GNMA Trust
as of January 31, 1994, the results of its operations, the changes in its net
assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.
    

DELOITTE & TOUCHE

Boston, Massachusetts
   
March 15, 1994
    


                      [THIS PAGE INTENTIONALLY LEFT BLANK]

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

   
<TABLE>
<S>             <C>                                          <C>
                Federated GNMA Trust                         Federated Investors Tower
                Institutional Service 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                   2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditor
                Deloitte & Touche                            125 Summer Street
                                                             Boston, Massachusetts 02110-1617
- ------------------------------------------------------------------------------------------------
</TABLE>
    

                                      FEDERATED GNMA TRUST
                                      INSTITUTIONAL SERVICE SHARES
                                      PROSPECTUS

                                      An Open-End Diversified
                                      Management Investment Company

   
                                      March 31, 1994
    

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

   
      8022901A-ISS (3/94)
    

                              FEDERATED GNMA TRUST

                              INSTITUTIONAL SHARES
                          INSTITUTIONAL SERVICE SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION

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

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

   
                         Statement dated March 31, 1994
    

     FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------
     Distributor

     A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE TRUST                                            1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  When-Issued and Delayed Delivery
     Transactions                                                              1
  Lending of Portfolio Securities                                              1
  Repurchase Agreements                                                        1
  Reverse Repurchase Agreements                                                2
  Portfolio Turnover                                                           2
  Investment Limitations                                                       2

TRUST MANAGEMENT                                                               4
- ---------------------------------------------------------------

  Officers and Trustees                                                        4
  The Funds                                                                    5
  Trust Ownership                                                              6
  Trustee Liability                                                            6

INVESTMENT ADVISORY SERVICES                                                   6
- ---------------------------------------------------------------

  Adviser to the Fund                                                          6
  Advisory Fees                                                                6
  Other Advisory Services                                                      7

ADMINISTRATIVE SERVICES                                                        7
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         7
- ---------------------------------------------------------------

PURCHASING SHARES                                                              7
- ---------------------------------------------------------------

   
  Distribution and Shareholder Services Plans                                  8
    
  Conversion to Federal Funds                                                  8

DETERMINING NET ASSET VALUE                                                    8
- ---------------------------------------------------------------

  Determining Market Value of Securities                                       8

REDEEMING SHARES                                                               8
- ---------------------------------------------------------------

   
EXCHANGING SECURITIES FOR SHARES                                               8
    
- ---------------------------------------------------------------

  Tax Consequences                                                             9

TAX STATUS                                                                     9
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        9
  Shareholders' Tax Status                                                     9

TOTAL RETURN                                                                   9
- ---------------------------------------------------------------

YIELD                                                                          9
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       10
- ---------------------------------------------------------------

  Duration                                                                    11
- ---------------------------------------------------------------


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

Federated GNMA Trust was established as a Massachusetts business trust under a
Declaration of Trust dated December 10, 1981.

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

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

The Fund's investment objective is current income. The investment objective
cannot be changed without approval of shareholders.

TYPES OF INVESTMENTS

   
The Fund will invest primarily in mortgage-backed securities. Under normal
circumstances, at least 65% of the Fund's portfolio will be invested in
instruments issued or fully guaranteed as to principal and interest by the
Government National Mortgage Association ("GNMA"). In addition, to the extent
that the Fund will invest in other mortgage-backed securities, these will be
collateralized by GNMA obligations.
    

Because the mortgages underlying mortgage-backed securities often may be prepaid
without penalty or premium, mortgage-backed securities are generally subject to
higher prepayment risks than most other types of debt instruments. Prepayment
risks on mortgage securities tend to increase during periods of declining
mortgage interest rates, because many borrowers refinance their mortgages to
take advantage of the more favorable rates. Depending upon market conditions,
the yield that the Fund receives from the reinvestment of such prepayments, or
any scheduled principal payments, may be lower than the yield on the original
mortgage security. As a consequence, mortgage securities may be a less effective
means of "locking in" interest rates than other types of debt securities having
the same stated maturity and may also have less potential for capital
appreciation. For certain types of asset pools, such as collateralized mortgage
obligations, prepayments may be allocated to one tranche of securities ahead of
other tranches, in order to reduce the risk of prepayment for the other
tranches.

Prepayments may result in a capital loss to the Fund to the extent that the
prepaid mortgage securities were purchased at a market premium over their stated
principal amount. Conversely, the prepayment of mortgage securities purchased at
a market discount from their stated principal amount will accelerate the
recognition of interest income by the Fund, which would be taxed as ordinary
income when distributed to the shareholders.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

   
These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, and not for investment leverage.
    

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement dates will occur no more than 120 days
after entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

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

   
The Fund 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.
    

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker.

REPURCHASE AGREEMENTS

The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are marked to market daily. To the
extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of


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

   
the Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions such as
broker/dealers which are deemed by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees ("Trustees").
    

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and maintained until the transaction is settled.

The use of reverse repurchase agreements may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the Fund will be able to avoid selling portfolio instruments at a
disadvantageous time.

PORTFOLIO TURNOVER

   
The Fund 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 Fund's investment objective. During the fiscal years ended January 31, 1994
and 1993, the portfolio turnover rates were 117% and 33%, respectively.
    

INVESTMENT LIMITATIONS

    SELLING SHORT AND BUYING ON MARGIN

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

    BORROWING MONEY

       The Fund will not borrow money directly or through reverse repurchase
       agreements in amounts in excess of one-third of the value of its assets,
       including the amounts borrowed.

       The Fund will not borrow money or engage in reverse repurchase agreements
       for investment leverage, but rather as a temporary, extraordinary or
       emergency measure or to facilitate management of the portfolio by
       enabling the Fund to meet redemption requests when the liquidation of
       portfolio securities is deemed to be inconvenient or disadvantageous. The
       Fund will not purchase any securities while borrowings in excess of 5% of
       the value of its total assets are outstanding.

    ISSUING SENIOR SECURITIES

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

    PLEDGING ASSETS

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

    LENDING CASH OR SECURITIES

   
       The Fund will not lend any of its assets, except portfolio securities up
       to one-third of the value of its total assets. This shall not prevent the
       Fund from purchasing or holding U.S. government obligations, money market
       instruments, bonds, debentures, notes, certificates of indebtedness or
       other debt securities, entering into repurchase agreements, or engaging
       in other transactions where permitted by the Fund's investment objective,
       policies and limitations.
    

    DIVERSIFICATION OF INVESTMENTS

       With respect to securities comprising 75% of the value of its total
       assets, the Fund will not purchase securities of any one issuer (other
       than cash, cash items or securities issued or guaranteed by the
       government of the United States or its agencies or instrumentalities and
       repurchase agreements collateralized by U.S. government securities) if as
       a result more than 5% of the value of its total assets would be invested
       in the securities of that issuer.


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

   
    INVESTING IN REAL ESTATE
    

       The Fund will not buy or sell real estate, including limited partnership
       interests in real estate, although it may invest in securities of
       companies whose business involves the purchase or sale of real estate or
       in securities which are secured by real estate or interests in real
       estate.

    INVESTING IN COMMODITIES

       The Fund will not purchase or sell commodities.

    UNDERWRITING

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

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 NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       securities of issuers which have records of less than three years of
       operating history, including the operation of any predecessor. (This
       limitation does not apply to issuers of CMOs or REMICs which are
       collateralized by securities or mortgages issued or guaranteed as to
       prompt payment of principal and interest by an agency of the U.S.
       government).

    INVESTING IN MINERALS

       The Fund will not purchase or sell oil, gas, or other mineral exploration
       or development programs or leases, although it may purchase the
       securities of issuers which invest or sponsor such programs.

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

   
       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or the Fund's 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 SECURITIES OF OTHER INVESTMENT COMPANIES

   
       The Fund may not own securities of open-end investment companies. The
       Fund can acquire up to 3% of the total outstanding stock of closed-end
       investment companies. The Fund will not be subject to any other
       limitations with regard to the acquisition of securities of closed-end
       investment companies so long as the public offering price of the Fund's
       shares does not include a sales load exceeding 1 1/2%. The Fund will
       purchase securities of closed-end investment companies only in
       open-market transactions involving only customary broker's commissions.
       However, these limitations are not applicable if the securities are
       acquired in a merger, consolidation, or acquisition of assets; nor are
       they applicable with respect to securities of investment companies that
       have been exempted from registration under the Investment Company Act of
       1940.
    

   
    INVESTING IN ILLIQUID SECURITIES
    

   
       The Fund 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 not determined by the Trustees to be liquid.
    

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

The Fund does not consider the issuance of separate classes of shares to
constitute an issuance of "senior securities" within the meaning of the
investment limitations set forth above.

   
For the purposes of the above limitations, the Fund considers instruments issued
by a U.S. branch of a domestic bank having capital, surplus, and undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."
    


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

OFFICERS AND TRUSTEES

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

<TABLE>
<CAPTION>
                                POSITIONS WITH      PRINCIPAL OCCUPATIONS
    NAME AND ADDRESS            THE TRUST           DURING PAST FIVE YEARS
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    John F. Donahue*+           Chairman and        Chairman and Trustee, Federated Investors; Chairman and Trustee, Federated
    Federated Investors         Trustee             Advisers, Federated Management, and Federated Research; Director, AEtna Life
    Tower                                           and Casualty Company; Chief Executive Officer and Director, Trustee, or
    Pittsburgh, PA                                  Managing General Partner of the Funds; formerly, Director, The Standard Fire
                                                    Insurance Company. Mr. Donahue is the
                                                    father of J. Christopher Donahue, Vice President of the Trust.
</TABLE>

   
<TABLE>
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    John T. Conroy, Jr.         Trustee             President, Investment Properties Corporation; Senior Vice-President, John R.
    Wood/IPC Commercial                             Wood and Associates, Inc., Realtors; President, Northgate Village
    Department                                      Development Corporation; General Partner or Trustee in private real estate
    John R. Wood and                                ventures in Southwest Florida; Director, Trustee, or Managing General
      Associates, Inc., Realtors                    Partner of the Funds; formerly, President, Naples Property Management, Inc.
    3255 Tamiami Trail North
    Naples, FL
- --------------------------------------------------------------------------------------------------------------------------------
    William J. Copeland         Trustee             Director and Member of the Executive Committee, Michael Baker, Inc.;
    One PNC Plaza-                                  Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    23rd Floor                                      Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan
    Pittsburgh, PA                                  Homes, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    James E. Dowd               Trustee             Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
    571 Hayward Mill Road                           Trustee, or Managing General Partner of the Funds; formerly, Director, Blue
    Concord, MA                                     Cross of Massachusetts, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    Lawrence D. Ellis, M.D.     Trustee             Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
    3471 Fifth Avenue                               Hospitals; Clinical Professor of Medicine and Trustee, University of
    Suite 1111                                      Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
    Edward L. Flaherty, Jr.+    Trustee             Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
    5916 Penn Mall                                  Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director, Trustee,
    Pittsburgh, PA                                  or Managing General Partner of the Funds; formerly, Counsel, Horizon
                                                    Financial, F.A., Western Region.
- --------------------------------------------------------------------------------------------------------------------------------
    Peter E. Madden             Trustee             Consultant; State Representative, Commonwealth of Massachusetts; Director,
    225 Franklin Street                             Trustee or Managing General Partner of the Funds; formerly, President, State
    Boston, MA                                      Street Bank and Trust Company and State Street Boston Corporation and
                                                    Trustee, Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    Gregor F. Meyer             Trustee             Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
    5916 Penn Mall                                  Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    Pittsburgh, PA                                  Chairman, Horizon Financial, F.A.
- --------------------------------------------------------------------------------------------------------------------------------
    Wesley W. Posvar            Trustee             Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
    1202 Cathedral of                               Endowment for International Peace, RAND Corporation, Online Computer Library
    Learning                                        Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak Management
    University of Pittsburgh                        Center; Director, Trustee, or Managing General Partner of the Funds;
    Pittsburgh, PA                                  President Emeritus, University of Pittsburgh; formerly, Chairman, National
                                                    Advisory Council for Environmental Policy and Technology.
- --------------------------------------------------------------------------------------------------------------------------------
    Marjorie P. Smuts           Trustee             Public relations/marketing consultant; Director, Trustee, or Managing
    4905 Bayard Street                              General Partner of the Funds.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


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

   
<TABLE>
<CAPTION>
                                POSITIONS WITH      PRINCIPAL OCCUPATIONS
    NAME AND ADDRESS            THE TRUST           DURING PAST FIVE YEARS
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    Glen R. Johnson             President           Trustee, Federated Investors; President and/or Trustee of some of the Funds;
    Federated Investors                             staff member, Federated Securities Corp. and Federated Administrative
    Tower                                           Services.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
    J. Christopher Donahue      Vice President      President and Trustee, Federated Investors; Trustee, Federated Advisers,
    Federated Investors                             Federated Management, and Federated Research; President and Director,
    Tower                                           Federated Administrative Services; Trustee, Federated Services Company;
    Pittsburgh, PA                                  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; Chairman and
    Federated Investors                             Director, Federated Securities Corp.; President or Vice President of the
    Tower                                           Funds; Director or Trustee of some of the Funds.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
    Edward C. Gonzales          Vice President      Vice President, Treasurer and Trustee, Federated Investors; Vice President
    Federated Investors         and Treasurer       and Treasurer, Federated Advisers, Federated Management, and Federated
    Tower                                           Research; Executive Vice President, Treasurer, and Director, Federated
    Pittsburgh, PA                                  Securities Corp.; Trustee, Federated Services Company; Chairman, Treasurer,
                                                    and Director, Federated Administrative Services; Trustee 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
    Federated Investors         and Secretary       Investors; Vice President, Secretary and Trustee, Federated Advisers,
    Tower                                           Federated Management, and Federated Research; Trustee, Federated Services
    Pittsburgh, PA                                  Company; Executive Vice President, Secretary, and Director, Federated
                                                    Administrative Services; Director and Executive Vice President, Federated
                                                    Securities Corp.; Vice President and Secretary of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
    John A. Staley, IV          Vice President      Vice President and Trustee, Federated Investors; Executive Vice President,
    Federated Investors                             Federated Securities Corp.; President and Trustee, Federated Advisers,
    Tower                                           Federated Management, and Federated Research; Vice President of the Funds;
    Pittsburgh, PA                                  Director, Trustee, or Managing General Partner of some of the Funds;
                                                    formerly, Vice President, The Standard Fire Insurance Company and President
                                                    of its Federated Research Division.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

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

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

THE FUNDS

   
"The Funds" and "Funds" mean the following investment companies: A.T. Ohio
Municipal Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; The Boulevard
Funds; California Municipal Cash Trust; Cash Trust Series II; Cash Trust Series,
Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; FT
Series, Inc.; 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; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight
    


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

   
Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal
Trust; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity
Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty Term Trust, Inc.-1999; Liberty U.S. Government
Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Mark Twain Funds; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust; New
York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; Portage Funds;
RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; Signet
Select Funds; Star Funds; The Starburst Funds; The Starburst Funds II; Stock and
Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Trademark Funds; Trust for Financial Institutions; Trust for Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; and Trust for
U.S. Treasury Obligations.
    

TRUST OWNERSHIP

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

   
As of March 4, 1994, the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Trust. Charles Schwab & Co.,
Inc., San Francisco, California, owned approximately 917,805 Shares (7.53%);
Trucojo Trust Company of St. Joseph, St. Joseph, Missouri, owned approximately
1,397,640 Shares (11.47%); Ambank & Co., Baton Rouge, Louisiana, owned
approximately 2,846,283 Shares (23.35%); and The Bank of Guam, Agana, Guam,
owned approximately 861,319 Shares (7.07%).
    

   
As of March 4, 1994, there were no shareholders of record who 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 FUND

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

The adviser shall not be liable to the Trust, the Fund or any shareholder of the
Fund for any losses that may be sustained in the purchase, holding, or sale of
any security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

ADVISORY FEES

   
For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectuses. During the fiscal years ended
January 31, 1994, 1993, and 1992, the Fund's adviser earned $8,180,174,
$6,298,393, and $5,128,808, respectively.
    

    STATE EXPENSE LIMITATIONS

       The adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2 1/2% per year of the first $30 million of average net assets, 2%
       per year of


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

       the next $70 million of average net assets, and 1 1/2% per year of the
       remaining average net assets, the adviser will reimburse the Fund for its
       expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed 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 ADVISORY SERVICES

Federated Research Corp. receives fees from certain depository institutions for
providing consulting and portfolio advisory services relating to each
institution's program of asset management. Federated Research Corp. may advise
such clients to purchase or redeem shares of investment companies, such as the
Fund, which are managed, for a fee, by Federated Research Corp. or other
affiliates of Federated Investors, such as the adviser, and may advise such
clients to purchase and sell securities in the direct markets. Further,
Federated Research Corp., and other affiliates of the adviser may, from time to
time, provide certain consulting services and equipment to depository
institutions 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 Fund for a fee as described in the
prospectuses. For the fiscal years ended January 31, 1994, 1993, and 1992,
Federated Administrative Services, Inc., the Fund's former administrator, earned
$1,316,655, $1,015,784, and $886,358, respectively. John A. Staley, IV, an
officer of the Trust, and Dr. Henry J. Gailliot, an officer of Federated
Management, the adviser to the Fund, each hold approximately 15% and 20%,
respectively, of the outstanding common stock and serve as directors of
Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc., and Federated
Administrative Services. For the fiscal years ended January 31, 1994, 1993, and
1992, Federated Administrative Services, Inc. paid approximately $161,054,
$181,235, and $200,212, respectively, for services provided by Commercial Data
Services, Inc.
    

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 Trustees.
    

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include:

- - advice as to the advisability of investing in securities;

- - security analysis and reports;

- - economic studies;

- - industry studies;

- - receipt of quotations for portfolio evaluations; and

- - similar services.

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 and the Federal Reserve wire system are 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 AND SHAREHOLDER SERVICES PLANS
    

   
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses. With
respect to the Institutional Service Shares class of the Fund, by adopting the
Distribution Plan, the Board of Trustees expects that the Fund will be able to
achieve a more predictable flow of cash for investment purposes and to meet
redemptions. This will facilitate more efficient portfolio management and assist
the Fund in pursuing its investment objectives. By identifying potential
investors whose needs are served by the Fund'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 fiscal
period ending January 31, 1994, payments in the amount of $287,334 were made
pursuant to the Distribution Plan (Institutional Service Shares only) all of
which was paid to financial institutions.
    

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. State Street Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

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

   
Net asset value generally changes each day. The days on which the net asset
value for each class of Shares is calculated by the Fund are described in the
respective prospectuses.
    

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

   
- - according to the mean between the over-the-counter bid and asked prices
  provided by an independent pricing service, if available, or at fair value as
  determined in good faith by the Trustees; or
    

   
- - for short-term obligations with maturities of less than 60 days, at amortized
  cost unless the Trustees determines that particular circumstances of the
  security indicate otherwise.
    

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

   
The Fund redeems Shares of either class at the next computed net asset value
after the Fund receives the redemption request. Redemption procedures are
explained in the respective prospectus under "Redeeming Institutional Shares" or
"Redeeming Institutional Service Shares." Although the transfer agent 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.
    

   
EXCHANGING SECURITIES FOR SHARES
    
- --------------------------------------------------------------------------------

   
Investors may exchange certain U.S. government securities they already own for
Shares of either class, or they may exchange a combination of U.S. government
securities and cash for Shares of either class. An investor should forward the
securities in negotiable form with an authorized letter of transmittal to
Federated Securities Corp. specifying whether the investor will receive
Institutional Shares or Institutional Service Shares in exchange. The Fund will
notify the investor of its acceptance and valuation of the securities within
five business days of their receipt by State Street Bank.
    

The Fund values securities in the same manner as the Fund values its assets. The
basis of the exchange will depend upon the net asset value of Shares on the day
the securities are valued. One Share will be issued for each equivalent amount
of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, or other
rights attached to the securities become the property of the Fund, along with
the securities.


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

TAX CONSEQUENCES

Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Shares,
a gain or loss may be realized by the investor.

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

THE FUND'S TAX STATUS

The Fund 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 Fund must, among other
requirements:

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

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

- - invest in securities within certain statutory limits; and

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

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.

    CAPITAL GAINS

   
       Capital gains distributed to shareholders will be treated as long-term
       capital gains regardless of how long shareholders have held Shares.
    

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

   
The Fund's average annual total returns for Institutional Shares for the
one-year and five-year periods ended January 31, 1994, and for the period from
March 23, 1982 (effective date of the Trust's registration statement) to January
31, 1994, were 6.02%, 10.58%, and 11.68%, respectively. The Fund's average
annual total return for Institutional Service Shares for the one-year period
ended January 31, 1994, and for the period from June 18, 1992 (date of initial
public investment) to January 31, 1994 were 5.76% and 7.09%, respectively.
    

   
The average annual total return for both classes of shares of the Fund 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 the monthly reinvestment of all dividends and
distributions.
    

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

   
The Fund's yield for Institutional Shares for the thirty-day period ended
January 31, 1994 was 6.58%. The Fund's yield for Institutional Service Shares
was 6.33% for the same period.
    

   
The yield for both classes of shares of the Fund is determined by dividing the
net investment income per share (as defined by the Securities and Exchange
Commission) earned by the respective class of shares over a thirty-day period by
the offering price per share of the respective 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
Fund 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, the performance will be reduced for those shareholders paying
those fees.


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 Fund's expenses or either class of Shares' expenses; and
    

- - various other factors.

   
Both classes 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 Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
    

- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories 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 net asset value over a specified period of time.
  From time to time, the Fund will quote its Lipper ranking in the "GNMA funds"
  category in advertising and sales literature.

   
- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly Mutual Fund Values. Mutual Fund 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.
    

   
- - SALOMON BROTHERS GNMA 9-11% INDEX, a widely recognized index of Government
  National Mortgage Association mortgage pass-through securities in the 9-11%
  current coupon range. Total return is reported for periods of 1 month, 3
  months, and 12 months. The index is tracked by Salomon Brothers, Inc.
    

   
- - SALOMON BROTHERS GNMA 30 YEAR INDEX is a total, comprehensive GNMA index
  comprised of 30-year GNMA pass-throughs, 15-year GNMA pass-throughs, and GNMA
  GPM's.
    

   
- - SHEARSON LEHMAN GOVERNMENT/CORPORATE (TOTAL) INDEX is comprised of
  approximately 5,000 issues which include non-convertible bonds publicly issued
  by the U.S. government or its agencies; corporate bonds guaranteed by the U.S.
  government and quasifederal corporations; and publicly issued, fixed rate,
  nonconvertible domestic bonds of companies in industry, public utilities and
  finance. The average maturity of these bonds approximates nine years. Tracked
  by Shearson Lehman Brothers Inc., the index calculates total returns for one
  month, three month, twelve month and ten year periods and year-to-date.
    

- - SHEARSON LEHMAN GOVERNMENT INDEX is an unmanaged index comprised of all
  publicly issued, non-convertible domestic debt of the U.S. government, or any
  agency thereof, or any quasi-federal corporation and of corporate debt
  guaranteed by the U.S. government. Only notes and bonds with a minimum
  outstanding principal of $1 million and a minimum maturity of one year are
  included.

In addition, the Fund will make comparisons to certain direct market securities
in which it is permitted to invest. The type of security that will be used for
such comparisons, and the source of its performance information is listed below.

   
- - 10-YEAR TREASURY NOTES--Source: Salomon Brothers. Total returns are calculated
  for periods of one, three, and twelve months.
    

   
Advertisements and other sales literature for both classes of shares may quote
total returns which are calculated on non-standardized base periods. These total
returns also 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.
    


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

DURATION

Duration is a commonly used measure of the potential volatility in the price of
a bond, or other fixed income security, or in a portfolio of fixed income
securities, prior to maturity. Volatility is the magnitude of the change in the
price of a bond relative to a given change in the market rate of interest. A
bond's price volatility depends on three primary variables: the bond's coupon
rate; maturity date; and the level of market yields of similar fixed-income
securities. Generally, bonds with lower coupons or longer maturities will be
more volatile than bonds with higher coupons or shorter maturities. Duration
combines these variables into a single measure.

Duration is calculated by dividing the sum of the time-weighted values of the
cash flows of a bond or bonds, including interest and principal payments, by the
sum of the present values of the cash flows.

When the Fund invests in mortgage pass-through securities, its duration will be
calculated in a manner which requires assumptions to be made regarding future
principal prepayments. A more complete description of this calculation is
available upon request from the Fund.

   
8022901B (3/94)
    


PART C.   OTHER INFORMATION

Item 24.    Financial Statements and Exhibits:
            (a) Financial Statements (Filed in Part A)
            (b) Exhibits:
                   (1)  Conformed copy of the Declaration of Trust of the 
                       Registrant as amended (14.);
                   (2)  Copy of the By-Laws of the Registrant as amended 
                       (1.,2.,4.,7.,8.);
                   (3)  Not applicable;
                   (4)  Copy of revised Specimen Certificate for Shares of 
                       Beneficial Interest of the Registrant (5.);
                   (5)  Conformed copy of the revised Investment Advisory 
                       Contract of the Registrant dated September 11, 1984 
                       (10.);
                   (6)  Conformed copy of the revised Distributor's Contract 
                       (10.);
                   (7)  Not applicable;
                   (8)  Conformed copy of the Custodian Agreement of the 
                              Registrant;+
                   (9)  Conformed copy of Transfer Agency Agreement;+
                  (10)        Copy of the Opinion and Consent of Counsel 
                       as to legality of shares being registered (3.);
                  (11)        Conformed copy of the Consent of 
                       Independent Public Accountants;+
                          

                  
 +    All exhibits have been filed electronically. 

 1.   Response is incorporated by reference to Registrant's Initial 
     Registration Statement on Form N-1A filed January 12, 1982.  (File Nos. 
     2-75670 and 811-3375)
 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 on Form N-1A filed February 11, 1982.  (File Nos. 
     2-75670 and 811-3375)
 3.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 2 on Form N-1A filed March 16, 1982.  (File Nos. 2-75670 
     and 811-3375)
 4.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 4 on Form N-1A filed January 30, 1984.  (File Nos. 2-75670 
     and 811-3375)
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 5 on Form N-1A filed March 27, 1984.  (File Nos. 2-75670 
     and 811-3375)
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 10 on Form N-1A filed March 23, 1987.  (File Nos. 2-75670 
     and 811-3375)
 8.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 12 on Form N-1A filed March 22, 1988.  (File Nos. 2-75670 
     and 811-3375)
10.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 15 on Form N-1A filed January 22, 1990.  
     (File Nos. 2-75670 and 811-3375)
14.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 23 on Form N-1A filed March 24, 1993.  (File Nos. 2-75670 
     and 811-3375)
                  (12)        Not applicable;
                  (13)        Initial Capital Understanding (2.);
                  (14)        Not applicable;
                  (15)        Not applicable.
                  (16)        Schedule of Computation of Fund 
                       Performance Data (9.);
                  (17)        Power of Attorney (13.);
                  (18)    (i)       Conformed copy of Opinion and 
                              Consent of Counsel as to availability of 
                              Rule 485(b);+ and
                         (ii) Opinion and Consent of Counsel as to Transfer 
                              of Organization Expenses (6.);

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 March 4, 1994   

            Shares of Beneficial Interest                   
            (no par value)
            Institutional Shares                            11,727

            Institutional Service Shares                    605   

Item 27.    Indemnification:  (12.)

Item 28.    Business and Other Connections of Investment Adviser:

            (a) For a description of the other business of the investment 
                adviser, see the section entitled "Trust Information - 
                Management of the Trust" in Part A.  The affiliations with 
                the Registrant of four of the Trustees and one of the 
                Officers of the investment adviser are included in Part B of 
                this Registration Statement under "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.

                  
 +    All exhibits have been filed electronically.
 
 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 on Form N-1A filed February 11, 1982.  (File Nos. 
     2-75670 and 811-3375)        
 6.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 6 on Form N-1A filed January 30, 1985.  (File Nos. 2-75670 
     and 811-3375)
 9.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 14 on Form N-1A filed March 22, 1989.  (File Nos. 2-75670 
     and 811-3375)
12.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 19 on Form N-1A filed on March 22, 1991.  (File Nos. 
     2-75670 and 811-3375)
13.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 21 on Form N-1A filed on March 31, 1992.  (File Nos. 
     2-75670 and 811-3357)

                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, David C. Francis, 
                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 Funds."

Item 29.    Principal Underwriters:

            (a) Federated Securities Corp., the Distributor for shares of the 
                Registrant, also acts as principal underwriter for the 
                following open-end investment companies:  A.T. Ohio Municipal 
                Money Fund; 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; The Boulevard 
                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; FT Series, Inc.; Federated ARMs Fund; Federated 
                Exchange Fund, Ltd.; Federated Government Trust; Federated 
                Growth Trust; Federated High Yield Trust; Federated Income 
                Securities Trust; Federated Income Trust; Federated Index 
                Trust; Federated Intermediate Government Trust; Federated 
                Master Trust; Federated Municipal Trust; Federated 
                Short-Intermediate Government Trust; Federated Short-Term 
                U.S. Government Trust;  Federated Stock Trust; Federated 
                Tax-Free Trust; Federated U.S. Government Bond Fund; 
                Financial Reserves 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; 
                Investment Series Funds, Inc.; Investment Series Trust; 
                Liberty Equity Income Fund, Inc.; Liberty High Income Bond 
                Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty 
                U.S. Government Money Market Trust; Liberty Utility Fund, 
                Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain 
                Funds; Marshall Funds, Inc.; Money Market Management, Inc.; 
                Money Market Obligations Trust; Money Market Trust; The 
                Monitor Funds; Municipal Securities Income Trust; New York 
                Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; 
                The Planters Funds; Portage Funds; RIMCO Monument Funds; The 
                Shawmut Funds; Short-Term Municipal Trust; Signet Select 
                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.; and Vision Group of Funds, Inc.

                Federated Securities Corp. also acts as principal underwriter 
                for the following closed-end investment company:  Liberty 
                Term Trust, Inc. - 1999.

            (b)

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

Richard B. Fisher              Director, Chairman, Chief    Vice President
Federated Investors Tower      Executive Officer, Chief
Pittsburgh, PA 15222-3779      Operating Officer, and 
                               Asst. Treasurer, Federated
                               Securities Corp.

Edward C. Gonzales             Director, Executive Vice     Vice President
Federated Investors Tower      President, and Treasurer,    and Treasurer
Pittsburgh, PA 15222-3779      Federated Securities         
                               Corp.

John W. McGonigle              Director, Executive Vice     Vice President and
Federated Investors Tower      President, and Assistant     Secretary
Pittsburgh, PA 15222-3779      Secretary, Federated
                               Securities Corp.

John A. Staley, IV             Executive Vice President     Vice President
Federated Investors Tower      and Assistant Secretary,    
Pittsburgh, PA 15222-3779      Federated Securities Corp.  

John B. Fisher                 President-Institutional Sales,    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz                  President-Broker/Dealer,          --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer             Executive Vice President of       --
Federated Investors Tower      Bank/Trust
Pittsburgh, PA 15222-3779      Federated Securities Corp.

Mark W. Bloss                  Senior Vice President,            --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.           Senior Vice President,            --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  

            (c) Not applicable.

Item 30.    Location of Accounts and Records:

            Federated GNMA Trust                Federated Investors Tower
                                                Pittsburgh, Pennsylvania
                                                15222-3779


            Federated Services Company          Federated Investors Tower
            ("Transfer Agent and                Pittsburgh, Pennsylvania 
               Dividend 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         P.O. Box 8602
              Company                           Boston, Massachusetts 02266-
            ("Custodian")                       8602


 
Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:


            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.


                               SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant, FEDERATED GNMA 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 25th day of March, 1994.

                          FEDERATED GNMA TRUST

                  BY: /s/J. Crilley Kelly
                  J. Crilley Kelly, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  March 25, 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/J. Crilley Kelly
    J. Crilley Kelly             Attorney In Fact          March 25, 
1994
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

John F. Donahue*                 Chairman and Trustee
                                 (Chief Executive Officer)

Glen R. Johnson*                 President

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
 
 
                             DELOITTE & TOUCHE
 
                       INDEPENDENT AUDITORS' CONSENT
                                            
 
     We consent to the use in this Post-Effective Amendment No. 25 to 
 Registration Statement (No. 2-75670) of Federated GNMA Trust of our report 
 dated March 15, 1994, appearing in the Prospectus, which is part of such 
 Registration Statement, and to the reference to us under the headings 
 "Financial Highlights - Institutional Shares" and "Financial Highlights - 
 Institutional Service Shares" in such Prospectus.
 
 
 
 By: DELOITTE & TOUCHE
     Deloitte & Touche
     Certified Public Accountants
 
 Boston, Massachusetts
 March 24, 1994
 


                            HOUSTON, HOUSTON & DONNELLY
                            ATTORNEYS AT LAW
                                      2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON        PITTSBURGH, 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

                                     
                         March 17, 1994



Federated GNMA Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

     As counsel to Federated GNMA Trust ("Trust") we have 
reviewed Post-effective Amendment No. 25 to the Trust's 
Registration Statement to be filed with the Securities and 
Exchange Commission under the Securities Act of 1933 (File 
No. 2-75670). The subject Post-effective Amendment will be filed 
pursuant to Paragraph (b) of Rule 485 and become effective 
pursuant to said Rule immediately upon filing.

     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. 25 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/ Thomas J. Donnelly   

TJD:smg





Exhibit 9 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
                                 Schedule A
                               Fund Accounting
                                Fee Schedule

I.  Portfolio Record Keeping/Fund Accounting Services
    Maintain investment ledgers, provide selected portfolio transactions, 
position and income reports.  Maintain general ledger and capital stock 
accounts.  Prepare daily trial balance.  Provide selected general ledger 
reports.  Calculate net asset value daily.  Securities yield or market value 
quotations will be provided to State Street by the fund or via State Street 
Bank automated pricing services.
                                 ANNUAL FEES
                                                      ASSET
First $250 Million                   2.0 Basis Points
Next $250 Million                    1.5 Basis Points
Next $250 Million                    1.0 Basis Point
Excess                                .5 Basis Point
Minimum fee per year                         $39,000
Additional class of shares per year          $12,000

II.  Special Services
    Fees for activities of a non-recurring nature such as fund consolidation 
or reorganization, extraordinary security shipments and the preparation of 
special reports will be subject to negotiation.

III.  Term of the Contract
    The parties agree that this fee schedule shall become effective June 1, 
1993 and will remain in effect until it is revised as a result of negotiations 
initiated by either party.
                                 Schedule A1
                               Fund Accounting
                                Fee Schedule

Annual
   First $100 Million               3.0 Basis Points
   $100 Million - $300 Million       .0 Basis Points
   $300 Million - $500 Million      1.0 Basis Points
   Over $500 Million                0.5 Basis Points
Fund Minimum                                       $39,000
Additional Class of Shares                         $12,000
(Plus pricing charges and other out-of-pocket expenses)
                                 Schedule B
                           Out-of-Pocket Expenses
                               Fund Accounting
Out-of-pocket expenses include, but are not limited to, the following:
      -     Postage (including overnight courier service)
      -     Statement Stock
      -     Envelopes
      -     Telephones
      -     Telecommunication Charges (including FAX)
      -     Travel
      -     Duplicating
      -     Forms
      -     Supplies
      -     Microfiche
      -     Computer Access Charges
      -     Client Specific System Enhancements
      -     Access to the Shareholder Recordkeeping System
      -     Security Pricing Services
      -     Variable Rate Change Notification Services
      -     Paydown Factor Notification Services
                                 Schedule C
                              Fees and Expenses
                          Shareholder Recordkeeping

I.  Transfer Agency Services
Base Fee * (Annual fee per fund, class or 
  other subdivision)                                    $24,000
Account Fee* (Annual account charge)
  (includes system access and funds control 
   and reconcilement)
  -  Daily dividend fund                                 $16.00
  -  Monthly dividend fund                               $10.00
  -  Quarterly dividend fund                             $10.00
  -  Contingent Deferred Sales Charge
     (Additionally)                                       $5.00
     (monthly and quarterly funds only)
  -  Closed Accounts*                                     $1.20
     (annual)
  -  Termination Fee (One time charge)                  $20,000

II.  Shareholder Services
Other Account Fees* (Services or features 
  not covered above)
 - Account Activity Processing                           $3.50
   (includes account establishment, transaction 
      and maintenance processing)
 - Account Servicing                                     $4.50
   (includes shareholder servicing and 
         correspondence)
*  All fees are annualized and will be prorated on a monthly basis for billing 
purposes.  Out-of-pocket expenses are not covered by these fees.
                                 Schedule C1
                             Federated Investors
                             _ Federated Funds _
                                            
I.  Annual Maintenance Charge
The annual maintenance charge includes the processing of all transactions and 
correspondence.  The fee is billable on a monthly basis at the rate of 1/12 of 
the annual fee.  A charge is made for an account in the month that an account 
opens or closes.

Basic Annual per Account Fee
  The individual per account charges will be billed as follows:
  - Money Market Fund/Daily Accrual                  $16.65
  - Money Market Fund/Sweep Account                  $10.00
  - Fluctuating NAV/Daily Accrual
    Non FundServe                                    $16.65
    Non Networked FundServe                          $14.65
  - CDSC/Declared Dividend
    Non FundServe                                    $13.75
    Non Networked FundServe                          $11.75
    Networking Levels 1, 2, and 4                    $11.75
    Networking Level 3                                $9.00
  - Declared Dividend
    Non FundServe                                     $8.75
    Non Networked FundServe                           $6.75
    Networked FundServe Levels 1, 2, 3, and 4         $6.75

Taxpayer Identification Processing (TIN)
The charge for TIN  solicitation includes maintenance  and certification and  
complies to all known government regulations regarding TIN processing.
  - Maintenance                                $.25 per item
  - Certification                              $.10 per item
I.  Annual Maintenance Charge  (con't.)
Closed Account Fee     $.10 per account per month
   (No fee assessed for $0 balance open accounts)
Minimum Charges
- - The monthly maintenance charge for each fund will be the actual account fees 
or $1000, whichever is greater.
- - All funds will be subject to the minimum monthly fee of $1,000 except that 
the minimum will be waived for the initial six months or until the fund's net 
assets exceed $50,000,000, whichever occurs first.
- - The "clone" funds will be subject to a monthly minimum fee of $600.

II.  Out-of-Pocket Expenses
Out-of-pocket expenses include but are not limited to:  postage, forms, 
telephone, microfilm, microfiche, and expenses incurred at the specific 
direction of the fund.  Postage for mass mailings is due seven days in advance 
of the mailing date.
III.  Payment
Payment is due thirty days after the date of the invoice.
                                 Schedule C2
                             Federated Investors
                         _ Bank Proprietary Funds _
                                            
I.  Annual Maintenance Charge
The annual maintenance charge includes the processing of all transactions and 
correspondence.  The fee is billable on a monthly basis at the rate of 1/12 of 
the annual fee.  A charge is made for an account in the month that an account 
opens or closes.

Basic Annual per Account Fee
The individual per account charges will be billed as follows:
 - Money Market Fund/Daily Accrual              $16.65
 - Money Market Fund/Sweep Account              $10.00
 - Fluctuating NAV/Daily Accrual
   _ Non FundServe                              $16.65
   _ Non Networked FundServe                    $14.65
 - CDSC/Declared Dividend
   _ Non FundServe                              $13.75
   _ Non Networked FundServe                    $11.75
   _ Networking Levels 1, 2, and 4              $11.75
   _ Networking Level 3                          $9.00
 - Declared Dividend
   _ Non FundServe                               $8.75
   _ Non Networked FundServe                     $6.75
   _ Networked FundServe Levels 1, 2, 3, and 4   $6.75
Taxpayer Identification Processing (TIN)
The charge for TIN  solicitation includes maintenance  and certification and  
complies to all known government regulations regarding TIN processing.
  - Maintenance                  $.25 per item
  - Certification                $.10 per item
I.  Annual Maintenance Charge  (con't.)
Closed Account Fee      $.10 per account per month
   (No fee assessed for $0 balance open accounts)
Minimum Charges
 - The monthly  maintenance charge for  each fund will  be the actual  account 
fees or $2000, whichever is greater.
II.  Out-of-Pocket Expenses
Out-of-pocket expenses  include  but  are not  limited  to:  postage, forms,  
telephone, microfilm,  microfiche,  and expenses  incurred  at  the specific  
direction of the fund. Postage for mass mailings is due seven days in advance 
of the mailing date.
III.  Payment
Payment is due thirty days after the date of the invoice.
                                 SCHEDULE D
                       Out-of-Pocket Expenses Schedule

  -  Postage (including overnight courier service)
  -  Statement Stock
  -  Envelopes
  -  Telecommunication Charges (including FAX)
  -  Travel
  -  Duplicating
  -  Forms
  -  Supplies
  -  Microfiche
  -  Computer Access Charges
  -  Client Specific Enhancements
  -  Disaster Recovery
                                 SCHEDULE E
                                Fee Schedule

I.  Custody Services
Maintain Custody  of  fund  assets. Settle  portfolio  purchases  and sales.  
Report buy and sell fails. Determine and collect portfolio income. Make cash 
disbursements and report cash transactions.  Monitor corporate actions.

                                 ANNUAL FEES
      ASSET
First $500 MillioN                                          1.0 Basis Point
Excess                                                       .5 Basis Point
Minimum fee per year                                                $15,000
Wire Fees                                                      .70 per wire
Settlements:
  -  Each DTC Commercial Paper                                        $9.00
  -  Each DTC Transaction                                             $9.00
  -  Each Federal Reserve Book Entry Transaction (Repo)               $4.50
  -  Each Repo with Banks Other than State Street Bank                $7.50
  -  Each Physical Transaction (NY/Boston, Private Placement)        $21.75
  -  Each Option Written/Exercised/Expired                           $18.75
  -  Each Stock Load Transaction                                     $12.00
  -  Each Book Entry Muni (Sub-custody) Transaction                  $15.00
  -  Index Fund/ETD                                              Cost + 15%

II.  Out-Of-Pocket Expenses
Telephone
Postage & Insurance
Armored carrier costs
Legal fees
Supplies related to fund records
Processing validation certificates
Forms, envelopes, Xerox copies, supplies, etc.
III.  Special Services
Fees for activities of a non-recurring nature  such as fund consolidation or 
reorganization, extraordinary  security  shipments  and  the  preparation of  
special reports will be subject to negotiation.

IV.  Coupon Clipping
Monitoring for calls and processing for each monthly issue held
Monthly Charge          $5.00

V.  Balance Credit
A balance credit equal to 75% of the average balance in the custodian account 
for the monthly billed times the 30-day T-Bill Rate on the last Monday of the 
month billed will be applied against Section I through IV above.\

VI.  Term of the Contract
The parties agree that this fee schedule shall become effective June 1, 1993  
and will remain in  effect until it  is revised as a  result of negotiations  
initiated by either party.
EXHIBIT 1
FA=Fund Accounting
SR=Shareholder Recordkeeping
CSP=Custody Services Procurement

CONTRACT                                          SERVICES        RELEVANT
DATE        INVESTMENT COMPANY                    PROVIDED        SCHEDULES

12/1/93   111 Corcoran Fund                     
12/1/93     111 Corcoran Bond Fund                 FA, SR          A,B,C,D
12/1/93     111 Corcoran North Carolina 
             Municipal Securities Fund             FA, SR          A,B,C,D
12/1/93   American Leaders Fund, Inc.           
12/1/93     Class A Shares                         FA,SR,CSP       A,B,C,D,E
12/1/93     Class C Shares                         FA,SR,CSP       A,B,C,D,E
12/1/93     Fortress Shares                        FA,SR,CSP       A,B,C,D,E
12/1/93   Automated Cash Management
           Trust                                   FA,SR,CSP       A,B,C,D,E
12/1/93   Automated Government 
           Money Trust                             FA,SR,CSP       A,B,C,D,E
01/07/94  BankSouth Select Funds                   SR,             C,D
01/07/94     BankSouth Select Georgia 
              Tax-Free Income Fund                 SR,             C,D
01/07/94     BankSouth Select Government 
       Money Market Fund                           SR,            C,D
01/07/94     BankSouth Select Prime 
              Money Market Fund                     SR,            C,D
01/07/94     BankSouth Select Bond Fund             SR,            C,D
01/07/94     BankSouth Select Equity Fund           SR,            C,D
12/1/93   BayFunds                                  FA             A1,B
12/1/93      BayFunds Money Market Portfolio        FA            A1,B
12/1/93      Investment Shares                      FA            A1,B
12/1/93      Trust Shares                           FA            A1,B
12/1/93      BayFunds Bond Portfolio                FA            A1,B
12/1/93       Investment Shares                     FA            A1,B
12/1/93       Trust Shares                          FA            A1,B
12/1/93      BayFunds Equity Portfolio              FA            A1,B
12/1/93       Investment Shares                     FA            A1,B
12/1/93       Trust Shares                          FA            A1,B
12/1/93     BayFunds Short-Term Yield Portfolio     FA            A1,B
12/1/93       Investment Shares                     FA            A1,B
12/1/93       Trust Shares                          FA            A1,B
12/1/93     BayFunds U.S. Treasury 
             Money Market Portfolio                 FA           A1,B
12/1/93       Investment Shares                     FA           A1,B
12/1/93       Trust Shares                          FA           A1,B
12/1/93  The Biltmore Funds                         FA           A1,B
12/1/93     Biltmore Balanced Fund                  FA           A1,B
12/1/93     Biltmore Equity Fund                    FA           A1,B
12/1/93     Biltmore Fixed Income Fund              FA           A1,B
12/1/93     Biltmore Equity Index Fund              FA           A1,B
12/1/93     Biltmore Money Market Fund              FA           A1,B
12/1/93       Institutional Shares                  FA           A1,B
12/1/93       Investment Shares                     FA           A1,B
12/1/93     Biltmore Prime Cash 
             Management Fund                        FA           A1,B
12/1/93      Institutional Shares                   FA           A1,B
12/1/93     Biltmore Short-Term Fixed 
             Income Fund                            FA           A1,B
12/1/93     Biltmore Special Values Fund            FA           A1,B
12/1/93     Biltmore Tax-Free Money 
             Market Fund                            FA           A1,B
12/1/93      Institutional Shares                   FA           A1,B
12/1/93      Investment Shares                      FA           A1,B
12/1/93     Biltmore U.S. Treasury Money 
             Market Fund                            FA           A1,B
12/1/93      Institutional Shares                   FA           A1,B
12/1/93      Investment Shares                      FA           A1,B
12/1/93  Biltmore Quantitative 
          Equity Fund                               FA           A1,B
12/1/93  The Boulevard Funds                        FA,SR        A1,B,C,D
12/1/93     Boulevard Blue Chip Growth Fund         FA,SR        A1,B,C,D
12/1/93     Boulevard Managed Income Fund           FA,SR        A1,B,C,D
12/1/93     Boulevard Managed Municipal Fund        FA,SR        A1,B,C,D
12/1/93     Boulevard Strategic Balanced Fund       FA,SR        A1,B,C,D
12/1/93   California Municipal 
            Cash Trust                              FA,SR,CSP  A,B,C,D,E
12/1/93   Cash Trust Series, Inc.                                 
12/1/93     Government Cash Series                  FA,SR,CSP    A,B,C,D,E
12/1/93     Municipal Cash Series                   FA,SR,CSP    A,B,C,D,E
12/1/93     Prime Cash Series                       FA,SR,CSP    A,B,C,D,E
12/1/93     Treasury Cash Series                    FA,SR,CSP    A,B,C,D,E
12/1/93   Cash Trust Series II                                    
12/1/93     Municipal Cash Series II                FA,SR,CSP    A,B,C,D,E
12/1/93     Treasury Cash Series II                 FA,SR,CSP    A,B,C,D,E
12/1/93   DG Investor Series                                      
12/1/93     DG Equity Fund                          FA,SR        A1,B,C,D
12/1/93     DG Government Income Fund               FA,SR        A1,B,C,D
12/1/93     DG Limited Term Government 
             Income Fund                            FA,SR        A1,B,C,D
12/1/93     DG Municipal Income Fund                FA,SR        A1,B,C,D
12/1/93     DG U.S. Government Money 
             Market Fund                            FA,SR        A1,B,C,D
12/1/93  Federated ARMs Fund                                      
12/1/93      Institutional Service Shares           FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Shares                   FA,SR,CSP    A,B,C,D,E
12/1/93  Federated Bond Fund                        FA,SR,CSP   A,B,C,D,E
12/1/93  Federated Exchange Fund, Ltd.              FA,SR,CSP   A,B,C,D,E
12/1/93  Federated GNMA Trust                                     
12/1/93      Institutional Service Shares           FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                   FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Government Trust                               
12/1/93     Automated Government Cash 
             Reserves                               FA,SR,CSP     A,B,C,D,E
12/1/93     Automated Treasury Cash 
             Reserves                               FA,SR,CSP     A,B,C,D,E
12/1/93      U.S. Treasury Cash Reserves            FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Growth Trust                     FA,SR,CSP   A,B,C,D,E
12/1/93  Federated High Yield Trust                 FA,SR,CSP   A,B,C,D,E
12/1/93  Federated Income Securities 
           Trust
12/1/93    Federated Short-Term Income Fund         FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93    Intermediate Income Fund                 FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Income Trust                                   
12/1/93      Institutional Service Shares           FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                   FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Index Trust                                    
12/1/93     Max-Cap Fund                            FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93     Mid-Cap Fund                            FA,SR,CSP     A,B,C,D,E
12/1/93     Mini-Cap Fund                           FA,SR,CSP     A,B,C,D,E
12/1/93 Federated Intermediate 
        Government Trust                        
12/1/93     Institutional Service Shares            FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Investment Funds                               
12/1/93     Growth Portfolio                        FA,SR,CSP     A,B,C,D,E
12/1/93     High Quality Bond Portfolio             FA,SR,CSP     A,B,C,D,E
12/1/93      Pennsylvania Intermediate 
            Municipal Income Portfolio              FA,SR,CSP     A,B,C,D,E
12/1/93     Value Equity Portfolio                  FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Master Trust                                   
12/1/93  Federated Municipal Trust                                
12/1/93     Alabama Municipal Cash Trust            FA,SR,CSP     A,B,C,D,E
12/1/93     Connecticut Municipal Cash Trust        FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93     Massachusetts Municipal 
             Cash Trust                             FA,SR,CSP     A,B,C,D,E
12/1/93      BayFund Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Service Shares            FA,SR,CSP     A,B,C,D,E
12/1/93     Minnesota Municipal Cash Trust          FA,SR,CSP     A,B,C,D,E
12/1/93       Cash Series Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                   FA,SR,CSP     A,B,C,D,E
12/1/93     New Jersey Municipal Cash Trust         FA,SR,CSP     A,B,C,D,E
12/1/93       Cash Series Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93       Ohio Municipal Cash Trust             FA,SR,CSP     A,B,C,D,E
12/1/93       Cash II Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93       Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93   Pennsylvania Municipal Cash Trust         FA,SR,CSP     A,B,C,D,E
12/1/93      Cash Series Shares                     FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Service Shares           FA,SR,CSP     A,B,C,D,E
12/1/93   Virginia Municipal Cash Trust             FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Service Shares            FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Short-Intermediate 
           Government Trust                                       
12/1/93     Institutional Service Shares            FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Short-Intermediate 
          Municipal Trust                                         
12/1/93      Institutional Service Shares           FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                   FA,SR,CSP     A,B,C,D,E
12/1/93 Federated Short-Term U.S. 
          Government Trust                          FA,SR,CSP   A,B,C,D,E
12/1/93  Stock and Bond Fund, Inc.                       
12/1/93      Class A Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93      Class C Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93  Federated Stock Trust                      FA,SR,CSP   A,B,C,D,E
12/1/93  Federated Tax-Free Trust                   FA,SR,CSP   A,B,C,D,E
12/1/93  Financial Reserves Fund                    FA          A1,B
12/1/93  First Priority Funds                            
12/1/93     First Priority Equity Fund              FA,SR         A1,B,C,D
12/1/93       Investment Shares                     FA,SR         A1,B,C,D
12/1/93      Trust Shares                           FA,SR         A1,B,C,D
12/1/93     First Priority Fixed Income Fund        FA,SR         A1,B,C,D
12/1/93       Investment Shares                     FA,SR         A1,B,C,D
12/1/93       Trust Shares                          FA,SR         A1,B,C,D
12/1/93     First Priority Treasury Money 
             Market Fund                            FA,SR         A1,B,C,D
12/1/93       Investment Shares                     FA,SR         A1,B,C,D
12/1/93       Trust Shares                          FA,SR         A1,B,C,D
12/1/93     Limited Maturity Government Fund        FA,SR         A1,B,C,D
12/1/93   Fixed Income Securities, Inc.                           
12/1/93     Limited Term Fund                       FA,SR,CSP     A,B,C,D,E
12/1/93      Fortress Share                         FA.SR,CS      A,B,C,D,E
12/1/93      Investment Shares                      FA,SR,CSP     A,B,C,D,E
12/1/93     Limited Term Municipal Fund             FA,SR,CSP     A,B,C,D,E
12/1/93      Fortress Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93      Investment Shares                      FA,SR,CSP     A,B,C,D,E
12/1/93     Multi-State Municipal Income 
             Fund                                   FA,SR,CSP     A,B,C,D,E
12/1/93     Limited Maturity Government Fund        FA,SR,CSP     A,B,C,D,E
12/1/93   Fortress Adjustable Rate U.S. 
           Government Fund, Inc.                    FA,SR,CSP   A,B,C,D,E
12/1/93   Fortress Municipal Income 
           Fund, Inc.                               FA,SR,CSP   A,B,C,D,E
12/1/93  Fortress Utility Fund, Inc.                FA,SR,CSP   A,B,C,D,E
12/1/93  FT Series, Inc.                                 
12/1/93     International Equity Fund               FA,SR,CSP     A,B,C,D,E
12/1/93       Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93      Class C Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93     International Income Fund               FA,SR,CSP     A,B,C,D,E
12/1/93       Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93       Class C Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93  Fund for U.S. Government 
          Securities, Inc.                               
12/1/93       Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93      Class C Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93  Government Income 
           Securities, Inc.                         FA,SR,CSP   A,B,C,D,E
1/11/94 Insight Institutional 
          Series, Inc.                                   
1/11/94    Insight Adjustable Rate 
               Mortgage Fund                       FA,SR,CSP     A,B,C1,D,E
1/11/94        Insight Limited Term 
               Income Fund                         FA,SR,CSP     A,B,C1,D,E
1/11/94       Insight Limited Term 
              Municipal Fund                       FA,SR,CSP     A,B,C1,D,E
1/11/94      Insight U.S. Government Fund          FA,SR,CSP     A,B,C1,D,E
12/1/93  Intermediate Municipal Trust                    
12/1/93    Institutional Service Shares            FA,SR,CSP     A,B,C,D,E
12/1/93   Institutional Shares                     FA,SR,CSP     A,B,C,D,E
12/1/93   Ohio Intermediate Municipal 
           Trust                                   FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93   Pennsylvania Intermediate 
           Municipal Trust                         FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Service Shares          FA,SR,CSP     A,B,C,D,E
12/1/93      Institutional Shares                  FA,SR,CSP     A,B,C,D,E
12/1/93 Investment Series Fund, Inc.            
12/1/93       Capital Growth Fund                  FA,SR,CSP    A,B,C,D,E
12/1/93       Investment Shares                    FA,SR,CSP    A,B,C,D,E
12/1/93       Class A Shares                       FA,SR,CSP    A,B,C,D,E
12/1/93       Class C Shares                       FA,SR,CSP    A,B,C,D,E
12/1/93       Fortress Bond Fund                   FA,SR,CSP    A,B,C,D,E
12/1/93 Investment Series Trust                          
12/1/93    High Quality Stock Fund                 FA,SR,CSP    A,B,C,D,E
12/1/93     Municipal Securities 
             Income Fund                           FA,SR,CSP    A,B,C,D,E
12/1/93    U.S. Government Bond Fund               FA,SR,CSP    A,B,C,D,E
12/1/93  Edward D. Jones & Co. Daily 
          Passport Cash Trust                      FA,SR,CSP  A,B,C,D,E
12/1/93  Liberty Equity Income 
          Fund, Inc.                                     
12/1/93     Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93    Class C Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93    Fortress Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93  Liberty High Income Bond 
           Fund, Inc.                                    
12/1/93     Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93     Class C Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93  Liberty Municipal Securities 
           Fund, Inc.                                    
12/1/93     Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93     Class C Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93  Liberty Term Trust, 
          Inc. - 1999                             FA,SR,CSP   A,B,C,D,E
12/1/93  Liberty U.S. Government 
          Money Market Trust                      FA,SR,CSP   A,B,C,D,E
12/1/93  Liberty Utility Fund, Inc.                      
12/1/93     Class A Shares                        FA,SR,CSP     A,B,C,D,E
12/1/93    Class C Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93  Liquid Cash Trust                        FA,SR,CSP   A,B,C,D,E
12/1/93  Star Funds                             
12/1/93     Star Prime Obligations Fund           FA,SR         A,B,C,D
12/1/93     Star Relative Value Fund              FA,SR         A,B,C,D
12/1/93     Star Tax-Free Money Market Fund       FA,SR         A,B,C,D
12/1/93     Star Treasury Fund                    FA,SR         A,B,C,D
12/1/93     Star U.S. Government Income Fund      FA,SR         A,B,C,D
12/1/93     The Stellar Fund                      FA,SR         A,B,C,D
12/1/93  Magna Funds                                              
12/1/93    Magna Intermediate 
            Government Fund                       SR            C,D
12/1/93  Mark Twain Funds                                         
12/1/93     Mark Twain Equity Portfolio           FA,SR         A,B,C,D
12/1/93     Mark Twain Fixed Income 
              Portfolio                            FA,SR         A,B,C,D
12/1/93     Mark Twain Government Money 
              Market Portfolio                     FA,SR         A,B,C,D
12/1/93       Investment Shares                    FA,SR         A,B,C,D
12/1/93      Trust Shares                          FA,SR         A,B,C,D
12/1/93     Mark Twain Municipal Income 
             Portfolio                             FA,SR         A,B,C,D
12/1/93   Marshall Funds, Inc.                                    
12/1/93     Marshall Government Income Fund        FA,SR         A1,B,C,D
12/1/93     Marshall Intermediate Bond Fund        FA,SR         A1,B,C,D
12/1/93     Marshall Money Market Fund             FA,SR         A1,B,C,D
12/1/93       Investment Shares                    FA,SR         A1,B,C,D
12/1/93      Trust Shares                          FA,SR         A1,B,C,D
12/1/93     Marshall Short-Term Income Fund        FA,SR         A1,B,C,D
12/1/93     Marshall Stock Fund                    FA,SR         A1,B,C,D
12/1/93     Marshall Tax-Free Money 
             Market Fund                           FA,SR         A1,B,C,D
12/1/93     Marshall Balanced Fund                 FA,SR         A1,B,C,D
12/1/93     Marshall Equity Income Fund            FA,SR         A1,B,C,D
12/1/93     Marshall Mid-Cap Stock Fund            FA,SR         A1,B,C,D
12/1/93     Marshall Value Equity Fund             FA,SR         A1,B,C,D
12/1/93     Marshal Short-Intermediate 
             Tax-free Fund                         FA,SR         A1,B,C,D
12/1/93  Money Market Management, 
          Inc.                                     FA,SR,CSP   A,B,C,D,E
12/1/93  Money Market Trust                        FA,SR,CSP   A,B,C,D,E
12/1/93  Money Market Obligations 
          Trust                                          
12/1/93     Government Obligations Fund            FA,SR,CSP     A1,B,C,D,E
12/1/93     Prime Obligations Fund                 FA,SR,CSP     A1,B,C,D,E
12/1/93     Tax-Free Obligations Fund              FA,SR,CSP     A1,B,C,D,E
12/1/93     Treasury Obligations Fund              FA,SR,CSP     A1,B,C,D,E
12/1/93  Municipal Securities Income 
          Trust                                 
12/1/93    California Municipal Income Fund        FA,SR,CSP     A,B,C,D,E
12/1/93    Fortress Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93     Florida Municipal Income Fund          FA,SR,CSP     A,B,C,D,E
12/1/93     Maryland Municipal Income Fund         FA,SR,CSP     A,B,C,D,E
12/1/93     Michigan Municipal Income Fund         FA,SR,CSP     A,B,C,D,E
12/1/93     New Jersey Municipal Income Fund       FA,SR,CSP     A,B,C,D,E
12/1/93     New York Municipal Income Fund         FA,SR,CSP     A,B,C,D,E
12/1/93       Fortress Shares                      FA,SR,CSP     A,B,C,D,E
12/1/93     Ohio Municipal Income Fund             FA,SR,CSP     A,B,C,D,E
12/1/93       Fortress Shares                      FA,SR,CSP     A,B,C,D,E
12/1/93      Trust Shares                          FA,SR,CSP     A,B,C,D,E
12/1/93   Pennsylvania Municipal 
           Income Fund                             FA,SR,CSP     A,B,C,D,E
12/1/93       Investment Shares                    FA,SR,CSP     A,B,C,D,E
12/1/93      Trust Shares                          FA,SR,CSP     A,B,C,D,E
12/1/93      Income shares                         FA,SR,CSP     A,B,C,D,E
12/1/93   Texas Municipal Income Fund              FA,SR,CSP     A,B,C,D,E
12/1/93   Virginia Municipal Income Fund           FA,SR,CSP     A,B,C,D,E
12/1/93  New York Municipal Cash 
          Trust                                          
12/1/93     Cash II Shares                         FA,SR,CSP     A,B,C,D,E
12/1/93     Institutional Service Shares           FA,SR,CSP     A,B,C,D,E
12/1/93  The Planters Funds                              
12/1/93    Tennessee Tax-Free Bond Fund            FA,SR         A1,B,C,D
12/1/93  Portage Funds                                            
12/1/93     Portage Government Money 
             Market Fund                           SR            C,D
12/1/93       Investment Shares                    SR            C,D
12/1/93       Trust Shares                         SR            C,D
12/1/93  RIMCO Monument Funds                                     
12/1/93     RIMCO Monument Bond Fund               FA,SR         A,B,C,D
12/1/93     RIMCO Monument Prime Money 
             Market Fund                           FA,SR        A,B,C,D
12/1/93     RIMCO Monument Stock Fund              FA,SR        A,B,C,D
12/1/93     RIMCO Monument U.S. Treasury 
             Money Market Fund                     FA,SR        A,B,C,D
12/1/93  Signet Select Funds                                      
12/1/93    Maryland Municipal Bond Fund            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    Money Market Fund                       FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    Treasury Money Market Fund              FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    U.S. Government Income Fund             FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93     Trust Shares                           FA,SR        A,B,C,D
12/1/93     Value Equity Fund                      FA,SR        A,B,C,D
12/1/93     Investment Shares                      FA,SR        A,B,C,D
12/1/93     Trust Shares                           FA,SR        A,B,C,D
12/1/93  Virginia Municipal Bond Fund              FA,SR        A,B,C,D
12/1/93     Investment Shares                      FA,SR        A,B,C,D
12/1/93    Trust Shares                            FA,SR        A,B,C,D
12/1/93  The Shawmut Funds                                        
12/1/93    The Shawmut Fixed Income Fund           FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93      Trust Shares                          FA,SR        A,B,C,D
12/1/93    The Shawmut Growth Equity Fund          FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93      Trust Shares                          FA,SR        A,B,C,D
12/1/93    The Shawmut Growth and Income 
            Equity Fund                            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    The Shawmut Intermediate 
            Government Income Fund                 FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    The Shawmut Limited Term 
            Income Fund                            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    The Shawmut Prime Money 
            Market Fund                            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93      Trust Shares                          FA,SR        A,B,C,D
12/1/93    The Shawmut Small Capitalization 
            Equity Fund                            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93       Trust Shares                         FA,SR        A,B,C,D
12/1/93    The Shawmut Connecticut 
            Municipal Money Market Fund            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93      Trust Shares                          FA,SR        A,B,C,D
12/1/93     The Shawmut Connecticut 
             Intermediate Municipal 
               Income Fund                         FA,SR        A,B,C,D
12/1/93     The Shawmut Massachusetts 
             Municipal Money Market Fund           FA,SR        A,B,C,D
12/1/93     The Shawmut Massachusetts 
             Intermediate Municipal ncome Fund     FA,SR        A,B,C,D
12/1/93  The Starburst Funds                                      
12/1/93    The Starburst Government Income Fund    FA,SR        A,B,C,D
12/1/93    The Starburst Government Money 
            Market Fund                            FA,SR        A,B,C,D
12/1/93       Investment Shares                    FA,SR        A,B,C,D
12/1/93      Trust Shares                          FA,SR        A,B,C,D
12/1/93    The Starburst Money Market Fund         FA,SR        A,B,C,D
12/1/93      Investment Shares                     FA,SR        A,B,C,D
12/1/93     Trust Shares                           FA,SR        A,B,C,D
12/1/93    The Starburst Municipal Income Fund     FA,SR        A,B,C,D
12/1/93  The Starburst Funds II                                   
12/1/93    The Starburst Quality Income Fund       FA,SR        A,B,C,D
12/1/93  Tax-Free Instruments Trust                               
12/1/93     Institutional Service Shares           FA,SR,CSP    A,B,C,D,E
12/1/93     Institutional Shares                   FA,SR,CSP    A,B,C,D,E
12/1/93  Trademark Funds                                 
12/1/93    Trademark Equity Fund                   FA,SR        A,B,C,D
12/1/93    Trademark Government Income Fund        FA,SR        A,B,C,D
12/1/93    Trademark Kentucky Municipal 
             Bond Fund                             FA,SR        A,B,C,D
12/1/93    Trademark Short-Intermediate 
            Government Fund                        FA,SR        A,B,C,D
12/1/93  Trust for Financial Institutions                         
12/1/93     Government Qualifying 
            Liquidity Fund                         FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Service Shares          FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Shares                  FA,SR,CSP    A,B,C,D,E
12/1/93       Short-Term Government 
              Qualifying Liquidity Fund            FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Service Shares          FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Shares                  FA,SR,CSP    A,B,C,D,E
12/1/93     Government Money Market Fund           FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Service Shares          FA,SR,CSP    A,B,C,D,E
12/1/93      Institutional Shares                  FA,SR,CSP    A,B,C,D,E
12/1/93  Trust for Government Cash Reserves        FA,SR,CSP  A,B,C,D,E
12/1/93  Trust for Short-Term U.S. 
           Government Securities                   FA,SR,CSP  A,B,C,D,E
12/1/93  Trust for U.S. Treasury 
           Obligations                             FA,SR,CSP  A,B,C,D,E
12/1/93  Vulcan Funds                                    
12/1/93     Vulcan Bond Fund                       FA,SR        A1,B,C,D
12/1/93     Vulcan Stock Fund                      FA,SR        A1,B,C,D
12/1/93     Vulcan Treasury Obligations 
              Money Market Fund                    FA,SR        A1,B,C,D



  Exhibit 8 under Form N-1A
  Exhibit 10 under Item 601/Reg. S-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 It                                    1
  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
     2.10Payments 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
     2.17  Communications Relating to Fund 
           Portfolio Securities                               13
     2.18  Proper Instructions                                14
     2.19  Actions Permitted Without 
           Express Authority                                  14
     2.20  Evidence of Authority                              15
     2.21  Notice to Trust by Custodian 
           Regarding Cash Movement.                           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 Fusiness 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 and 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 Funds Held 
       by the Custodian
  
      2.1 Holding Securities.  The Custodian shall hold and physically 
           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.
  
      2.2 Delivery of Securities.  The Custodian shall release and 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 Securities 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 securities 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 of 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 securities, 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 portfolio 
                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 borrowings 
                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 agent 
                ("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 Custodian 
           (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.
  
      2.5 Payments for Shares.  The Custodian shall make such arrangements 
           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.
  
      2.6 Availability 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 whenever 
                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.
  
       2.8 Payment of Fund Moneys.  Upon receipt of Proper Instructions, 
           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 surrender of 
                securities owned by a Fund as set forth in Section 2.2 
                hereof;
  
           (3) For the redemption or repurchase of Shares of a Fund issued 
                by the Trust as set forth in Section 2.10 hereof;
  
           (4) For the payment of any expense or liability incurred 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 Fund 
                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 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 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.
  
      2.9 Liability for Payment in Advance of Receipt of Securities 
           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.
  
      2.10 Payments 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.
  
      2.11 Appointment 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.
  
      2.12 Deposit of Fund Assets in Securities System.  The Custodian 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.
  
      2.13 Segregated 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.
  
      2.14 Joint Repurchase Agreements.  Upon the receipt of Proper 
           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.
  
      2.15 Ownership Certificates for Tax Purposes.  The Custodian 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.
  
      2.16 Proxies.  The Custodian shall, with respect to the securities 
           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.
  
      2.17 Communications 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.
  
      2.18 Proper Instructions.  Proper Instructions as used throughout 
           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.
  
      2.19 Actions Permitted Without Express Authority.  The Custodian may 
           in its discretion, without express authority from the Trust:
  
           (1) make payments to itself or others for minor expenses 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 securities in 
                definitive form;
  
           (3) endorse for collection, in the name of a Fund, checks, 
                drafts and other negotiable instruments; and
  
           (4) in general, attend to all non-discretionary details 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.
  
      2.20 Evidence of Authority.  The Custodian shall be protected 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.
  
      2.21 Notice 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 and 
       Calculation of Net Asset Value and Net Income.
  
                                                                          
       The Custodian shall cooperate with and supply necessary information 
       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
  
  
  
  Table
  
  CONTRACT                                                       FEE 
  DATE            INVESTMENT COMPANY                            SCHEDULE
                                                                          
  12/1/93         111 Corcoran Funds                               2
  12/1/93                 111 Corcoran Bond Fund                    2
  12/1/93                 111 Corcoran North Carolina
                           Municipal Securities Fund                2
  12/1/93         American Leaders Fund, Inc.                      1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93                   Fortress Shares                        1
  12/1/93         Automated Cash Management Trust                  1
  12/1/93         Automated Government Money Trust                 1
  12/1/93         California Municipal Cash Trust                  1
  Has a separate 
  contract with 
  SSB - included for
  fee information 
  purposes only   Cambridge Series Trust                           1
                          Cambridge Capital Growth 
                           Portfolio                                1
                            Class A                                1
                            Class B                                1
                          Cambridge Government 
                           Income Portfolio                         1
                            Class A                                1
                            Class B                                1
                          Cambridge Growth Portfolio                1
                            Class A                                1
                            Class B                                1
                          Cambridge Income and 
                           Growth Portfolio                         1
                            Class A                                1
                            Class B                                1
                          Cambridge Municipal 
                           Income Portfolio                         1
                            Class A                                1
                            Class B                                1
  12/1/93         Cash Trust Series, Inc.                          1
  12/1/93                 Government Cash Series                    1
  12/1/93                 Municipal Cash Series                     1
  12/1/93                 Prime Cash Series                         1
  12/1/93                 Treasury Cash Series                      1
  12/1/93         Cash Trust Series II                             1
  12/1/93                 Municipal Cash Series II                  1
  12/1/93                 Treasury Cash Series II                   1
  12/1/93         DG Investor Series                               2
  12/1/93                 DG Equity Fund                            2
  12/1/93                 DG Government Income Fund                 2
  12/1/93                 DG Limited Term Government
                           Income Fund                              2
  12/1/93                 DG Municipal Income Fund                  2
  12/1/93                 DG U.S. Government Money 
                           Market Fund                              2
  12/1/93         Edward D. Jones & Co. Daily Passport
                    Cash Trust                                     1
  12/1/93         Federated ARMs Fund                              1
  12/1/93                Institutional Service Shares              1
  12/1/93                Institutional Shares                      1
  12/1/93         Federated Bond Fund                              1
  12/1/93         Federated Exchange Fund, Ltd.                    1
  12/1/93         Federated GNMA Trust                             1
  12/1/93                Institutional Service Shares              1
  12/1/93                Institutional Shares                      1
  12/1/93         Federated Government Trust                       1
  12/1/93                 Automated Government Cash Reserves        1
  12/1/93                 Automated Treasury Cash Reserves          1
  12/1/93                 U.S. Treasury Cash Reserves               1
  12/1/93         Federated Growth Trust                           1
  12/1/93         Federated High Yield Trust                       1
  12/1/93         Federated Income Securities Trust                1
  12/1/93                 Federated Short-Term Income Fund          1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Income Trust                           1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Index Trust                            1
  12/1/93                 Max-Cap Fund                              1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93                 Mid-Cap Fund                              1
  12/1/93                 Mini-Cap Fund                             1
  12/1/93         Federated Intermediate Government Trust          1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Investment Funds                       1
  12/1/93                 Growth Portfolio                          1
  12/1/93                 High Quality Bond Portfolio               1
  12/1/93                 Pennsylvania Intermediate 
                           Municipal Income Portfolio               1
  12/1/93                 Value Equity Portfolio                    1
  12/1/93         Federated Master Trust                           1
  12/1/93         Federated Municipal Trust                        1
  12/1/93                 Alabama Municipal Cash Trust              1
  12/1/93                 Connecticut Municipal Cash Trust          1
  12/1/93                   Institutional Service Shares           1
  12/1/93                 Massachusetts Municipal Cash Trust        1
  12/1/93                   BayFund Shares                         1
  12/1/93                   Institutional Service Shares           1
  12/1/93                 Minnesota Municipal Cash Trust            1
  12/1/93                   Cash Series Shares                     1
  12/1/93                   Institutional Shares                   1
  12/1/93                 New Jersey Municipal Cash Trust           1
  12/1/93                   Cash Series Shares                     1
  12/1/93                   Institutional Shares                   1
  12/1/93                   Institutional Service Shares           1
  12/1/93                 Ohio Municipal Cash Trust                 1
  12/1/93                   Cash II Shares                         1
  12/1/93                   Institutional Shares                   1
  12/1/93                 Pennsylvania Municipal Cash Trust         1
  12/1/93                   Cash Series Shares                     1
  12/1/93                   Institutional Service Shares           1
  12/1/93                 Virginia Municipal Cash Trust             1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Short-Intermediate 
                    Government Trust                               1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Short-Intermediate Municipal Trust     1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Federated Short-Term U.S. Government Trust       1
  12/1/93         Federated Stock Trust                            1
  12/1/93         Federated Tax-Free Trust                         1
  12/1/93         Financial Reserves Fund                          1
  Has a separate 
  contract with 
  SSB - included for 
  fee information 
  purposes only   First Union Funds
  *Not effective or currently not being offered                     1
                          First Union Balanced Portfolio            1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Fixed Income 
                           Portfolio                                1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Florida Municipal 
                             Bond Portfolio                         1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Georgia Municipal 
                             Bond Portfolio                         1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Insured Tax-Free 
                           Portfolio                                1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Managed Bond 
                           Portfolio                                1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Maryland Municipal 
                             Bond Portfolio*                        1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Money Market 
                           Portfolio                                1
                            Class B Investment Shares              1
                            Class C Investment Shares*             1
                            Trust Shares                           1
                          First Union North Carolina 
                           Municipal 
                             Bond Portfolio                         1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union South Carolina 
                             Municipal Bond Portfolio               1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Tax-Free 
                             Money Market Portfolio                 1
                            Class B Investment Shares              1
                            Class C Investment Shares*             1
                            Trust Shares                           1
                          First Union Tennessee 
                             Municipal Bond Portfolio*              1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Treasury Money Market 
                             Portfolio                              1
                            Class B Investment Shares              1
                            Class C Investment Shares*             1
                            Trust Shares                           1
                          First Union U.S. Government 
                             Portfolio                              1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Utility Portfolio             1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
                          First Union Value Portfolio               1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares                           1
                          First Union Virginia Municipal Bond 
                             Portfolio                              1
                            Class B Investment Shares              1
                            Class C Investment Shares              1
                            Trust Shares*                          1
  12/1/93         Fixed Income Securities, Inc.                    1
  12/1/93                 Limited Term Fund                         1
  12/1/93                   Fortress Shares                        1
  12/1/93                   Investment Shares                      1
  12/1/93                 Limited Term Municipal Fund               1
  12/1/93                   Fortress Shares                        1
  12/1/93                   Investment Shares                      1
  12/1/93                 Multi-State Municipal 
                            Income Fund                             1
  12/1/93                 Limited Maturity 
                           Government Fund                          1
  12/1/93         Fortress Adjustable Rate 
                    U.S. Government Fund, Inc.                     1
  12/1/93         Fortress Municipal Income
                    Fund, Inc.                                     1
  12/1/93         Fortress Utility Fund, Inc.                      1
  12/1/93         FT Series, Inc.                                  1
  12/1/93                 International Equity Fund                 1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93                 International Income Fund                 1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Fund for U.S. Government 
                    Securities, Inc.                               1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Government Income Securities, Inc.               1
  Has a separate 
  contract with 
  SSB - included for 
  fee information 
  purposes only   Independence One Mutual Funds
  *Fund not effective or currently on hold.                         1
                          Independence One Equity Fund*             1
                            Investment Shares                      1
                            Trust Shares                           1
                          Independence One Michigan 
                           Municipal 
                             Cash Fund                              1
                            Investment Shares                      1
                            Trust Shares*                          1
                          Independence One Prime 
                           Money Market Fund                        1
                            Investment Shares                      1
                            Trust Shares*                          1
                          Independence One U.S. Government 
                             Securities Fund                        1
                            Investment Shares                      1
                            Trust Shares                           1
                          Independence One U.S. Treasury 
                             Money Market
                             Fund                                   1
  1/11/94         Insight Institutional Series, Inc.
  1/11/94                 Insight Adjustable Rate 
                           Mortgage Fund                            1
  1/11/94                 Insight Limited Term 
                           Income Fund                              1
  1/11/94                 Insight Limited Term 
                           Municipal Fund                           1
  1/11/94                 Insight U.S. Government Fund              1
  12/1/93         Intermediate Municipal Trust                     1
  12/1/93                 Intermediate Municipal Trust              1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93                 Ohio Intermediate Municipal Trust         1
  12/1/93                 Pennsylvania Intermediate 
                             Municipal Trust                        1
  12/1/93         Investment Series Fund, Inc.                     1
  12/1/93                 Capital Growth Fund                       1
  12/1/93                   Investment Shares                      1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93                 Fortress Bond Fund                        1
  12/1/93         Investment Series Trust                          1
  12/1/93                 High Quality Stock Fund                   1
  12/1/93                 Municipal Securities 
                           Income Fund                              1
  12/1/93                 U.S. Government Bond Fund                 1
  12/1/93         Liberty Equity Income Fund, Inc.                 1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93                   Fortress Shares                        1
  12/1/93         Liberty High Income Bond Fund, Inc.              1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Liberty Municipal Securities 
                   Fund, Inc.                                      1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Liberty Term Trust, Inc. - 1999                  1
  12/1/93         Liberty U.S. Government Money 
                    Market Trust                                   1
  12/1/93         Liberty Utility Fund, Inc.                       1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Liquid Cash Trust                                1
  12/1/93         Money Market Management, Inc.                    1
  12/1/93         Money Market Trust                               1
  12/1/93         Money Market Obligations Trust                   1
  12/1/93                 Government Obligations Fund               1
  12/1/93                 Prime Obligations Fund                    1
  12/1/93                 Tax-Free Obligations Fund                 1
  12/1/93                 Treasury Obligations Fund                 1
  12/1/93         Municipal Securities Income Trust                1
  12/1/93                 California Municipal 
                           Income Fund                              1
  12/1/93                   Fortress Shares                        1
  12/1/93                 Florida Municipal Income Fund             1
  12/1/93                 Maryland Municipal Income Fund            1
  12/1/93                 Michigan Municipal Income Fund            1
  12/1/93                 New Jersey Municipal Income Fund          1
  12/1/93                 New York Municipal Income Fund            1
  12/1/93                   Fortress Shares                        1
  12/1/93                 Ohio Municipal Income Fund                1
  12/1/93                   Fortress Shares                        1
  12/1/93                   Trust Shares                           1
  12/1/93                 Pennsylvania Municipal Income Fund        1
  12/1/93                   Investment Shares                      1
  12/1/93                   Trust Shares                           1
  12/1/93                   Income shares                          1
  12/1/93                 Texas Municipal Income Fund               1
  12/1/93                 Virginia Municipal Income Fund            1
  12/1/93         New York Municipal Cash Trust                    1
  12/1/93                   Cash II Shares                         1
  12/1/93                   Institutional Service Shares           1
  12/1/93         Portage Funds                                    2
  12/1/93                 Portage Government Money
                           Market Fund                              2
  12/1/93                   Investment Shares                      2
  12/1/93                   Trust Shares                           2
  12/1/93         SouthTrust Vulcan Funds                          2
  12/1/93                 Bond Fund                                 2
  12/1/93                 Stock Fund                                2
  12/1/93                 Treasury Obligations Money 
                            Market Fund                             2
  12/1/93         Stock and Bond Fund, Inc.                        1
  12/1/93                   Class A Shares                         1
  12/1/93                   Class C Shares                         1
  12/1/93         Tax-Free Instruments Trust                       1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         The Boulevard Funds                              2
  12/1/93          Boulevard Blue Chip Growth Fund                 2
  12/1/93          Boulevard Managed Income Fund                   2
  12/1/93          Boulevard Managed Municipal Fund                2
  12/1/93          Boulevard Strategic Balanced Fund               2
  12/1/93         The Planters Funds                               2
  12/1/93                 Tennessee Tax-Free Bond Fund              2
  Has a separate 
  contract with 
  SSB - included for 
  fee information 
  purposes only   Tower Mutual Funds                               1
                          Tower U.S. Government 
                           Income Fund                              1
                         Tower Capital Appreciation Fund           1
                          Tower Cash Reserve Fund                   1
                          Tower Louisiana Municipal 
                           Income Fund                              1
                          Tower Total Return Bond Fund              1
                          Tower U.S. Treasury Money 
                           Market Fund                              1
  12/1/93         Trademark Funds                                  2
  12/1/93                 Trademark Equity Fund                     2
  12/1/93                 Trademark Government Income Fund          2
  12/1/93                 Trademark Kentucky Municipal 
                           Bond Fund                                2
  12/1/93                 Trademark Short-Intermediate 
                            Government Fund                         2
  12/1/93         Trust for Financial Institutions                 1
  12/1/93                 Government Qualifying 
                           Liquidity Fund                           1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93                 Short-Term Government Qualifying 
                            Liquidity Fund                          1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93                 Government Money Market Fund              1
  12/1/93                   Institutional Service Shares           1
  12/1/93                   Institutional Shares                   1
  12/1/93         Trust for Government Cash Reserves               1
  12/1/93         Trust for Short-Term U.S. Government 
                    Securities                                     1
  12/1/93         Trust for U.S. Treasury Obligations              1
  Has a separate 
  contract with 
  SSB - included for 
  fee information 
  purposes only   Vision Fiduciary Funds, Inc.                     1
                          Vision Fiduciary Money 
                           Market Fund                              1
  Has a separate 
  contract with 
  SSB - included for 
  fee information 
  purposes only   Vision Group of Funds, Inc.                      1
                          Vision Growth and Income Fund             1
                          Vision Money Market Fund                  1
                          Vision New York Tax-Free Fund             1
                          Vision New York Tax-Free Money 
                            Market Fund                             1
                          Vision Treasury Money 
                           Market Fund                              1
                          Vision U.S. Government 
                           Securities Fund                          1
  
  Schedule 1
   
                             STATE STREET BANK
                                 CUSTODY /
                         PORTFOLIO RECORD KEEPING
                                FEE SCHEDULE
                                     
                                     
                            Federated Investors
                            _ Federated Funds _
                                             
                                             
  I.  Custody Services
  
  Maintain Custody of fund assets.  Settle portfolio purchases and sales.  
       Report buy and sell fails. Determine and  collect portfolio income. 
       Make cash  disbursements  and  report  cash  transactions.  Monitor  
       corporate actions.
  
                                ANNUAL FEES
  
                                                                          
       ASSET
  
  First $500 Million                                                1.0 
       Basis Point
  Excess                                                            .5 
       Basis Point
  
  Minimum fee per year                                              
       $15,000
  Maximum fee per year                                              
       $90,000
  Wire Fees                                                         $2.70 
       per wire
  Settlements:
  -  Each DTC Commercial Paper                                      $9.00
  -  Each DTC Transaction                                           $9.00
  -  Each Federal Reserve Book Entry 
                                                                    
       Transaction (Repo)                                            $4.50
  -  Each Repo with Banks Other than 
                                                                    State 
       Street Bank                                                   $7.50
  -  Each Physical Transaction (NY/Boston, 
                                                                    
       Private Placement)                                            $21.75
  -  Each Option Written/Exercised/Expired                          $18.75
  -  Each Stock Loan Transaction                                    $12.00
     Each Book Entry Muni (Sub-custody) 
                                                                    
       Transaction                                                   $15.00
  -  Index Fund/ETD                                                 Cost + 
       15%
  II.  Portfolio Record keeping / Fund Accounting Services
  
  Maintain investment ledgers, provide selected portfolio transactions, 
       position and income reports.  Maintain general ledger and capital 
       stock accounts.  Prepare daily trial balance.  Provide selected 
       general ledger reports.  Calculate net asset value daily.  
       Securities yield or market value quotations will be provided to 
       State Street by the fund or via State Street Bank automated pricing 
       services.
  
                                ANNUAL FEES
  
                                                                          
       ASSET
  
  First $250 Million                            2.0   Basis Points
  Next $250 Million                             1.5   Basis Points
  Next $250 Million                             1.0   Basis Point
  Excess                                        .5    Basis Point
  
  Minimum fee per year                                        $39,000
  Maximum fee per year                                        $120,000 
  Additional class of shares per year                         $12,000 
  
  
  III.  Multicurrency Horizon Remote Service
  
  July 1, 1993 - July 1, 1995                     No Charge
  
  Post July 1, 1995                   $5,000 per portfolio per year
                                                                       $   
       500 per portfolio per year
                                                     for each additional 
                                                     class
  
  
  IV.  Out-Of-Pocket Expenses
  
  Pricing Fees
  Telephone
  Postage & Insurance
  Armored carrier costs
  Legal fees
  Supplies related to fund records
  Processing validation certificates
  Forms, envelopes, Xerox copies, supplies, etc.
  Travel and setup expenses related to Horizon Remote
  Lease and multiplex switching lines related to Horizon Remote
  
  
  V.  Special Services
  
  Fees for activities of a non-recurring nature such as fund consolidation 
       or  reorganization,  extraordinary   security  shipments   and  the  
       preparation of special reports will be subject to negotiation.
  
  
  VI.  Coupon Clipping
  
  Monitoring for calls and processing for each monthly issue held
  
  Monthly Charge                                              $5.00
  
  
  VII.  Balance Credit
  
  A balance credit equal to 75% of the average balance in the custodian 
       account for the month billed times the 30-day T-Bill Rate on the 
       last Monday of the month billed will be applied against Section I 
       through V above.
  
  
  VIII.  Term of the Contract
  
  The parties agree that this fee schedule shall become effective June 1, 
       1993 and will remain in effect  until it is revised as  a result of 
       negotiations initiated by either party.
  
  
  FEDERATED SERVICES CO.           STATE STREET BANK & TRUST CO.
  
  
  By James J. Dolan                By:  Frank J. Sidoti, Jr.
  President                        Vice President
  January 24, 1994                 December 15, 1993
  
  



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