INTERMEDIATE MUNICIPAL TRUST/
N-30D, 1994-07-29
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INTERMEDIATE MUNICIPAL TRUST
[FORMERLY, FEDERATED INTERMEDIATE MUNICIPAL TRUST]
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

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

The objective of the Fund is to provide current income exempt from federal
regular income tax. The Fund pursues this investment objective by investing in a
portfolio of municipal securities with a dollar-weighted average portfolio
maturity of not less than three or more than ten years.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


This prospectus contains the information you should read and know before you
invest in 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 July 31, 1994 with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference in
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 July 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


     Average Maturity                                                          4


       Characteristics                                                         4


       Participation Interests                                                 4


       Variable Rate Municipal Securities                                      4


     When-Issued and Delayed
       Delivery Transactions                                                   5


     Temporary Investments                                                     5


  Municipal Securities                                                         5


  Investment Risks                                                             6


  Investment Limitations                                                       6



TRUST INFORMATION                                                              6

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


  Management of the Trust                                                      6


     Board of Trustees                                                         6


     Investment Adviser                                                        6


       Advisory Fees                                                           6


       Adviser's Background                                                    7


  Distribution of Institutional
     Service Shares                                                            7


  Distribution and Shareholder
     Services Plans                                                            7


  Other Payments to Financial      Institutions                                8


  Administration of the Fund                                                   8


     Administrative Services                                                   8


     Custodian                                                                 9


     Transfer Agent and Dividend
       Disbursing Agent                                                        9


     Legal Counsel                                                             9


     Independent Public Accountants                                            9


  Expenses of the Fund and
     Institutional Service Shares                                              9



NET ASSET VALUE                                                               10

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

INVESTING IN INSTITUTIONAL SERVICE SHARES                                     10

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


  Share Purchases                                                             10


     By Wire                                                                  10


     By Mail                                                                  10


  Minimum Investment Required                                                 10


  What Shares Cost                                                            11


  Exchanging Securities for Fund Shares                                       11


  Subaccounting Services                                                      11


  Certificates and Confirmations                                              11


  Dividends                                                                   11


  Capital Gains                                                               12



REDEEMING INSTITUTIONAL SERVICE SHARES                                        12

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


  Telephone Redemption                                                        12


  Written Requests                                                            12


     Signatures                                                               13


     Receiving Payment                                                        13


  Accounts with Low Balances                                                  13



SHAREHOLDER INFORMATION                                                       13

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


  Voting Rights                                                               13


  Massachusetts Partnership Law                                               14



TAX INFORMATION                                                               14

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


  Federal Income Tax                                                          14


  Pennsylvania Corporate and Personal
     Property Taxes                                                           15


  Other State and Local Taxes                                                 15



PERFORMANCE INFORMATION                                                       15

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


OTHER CLASSES OF SHARES                                                       16

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


FINANCIAL HIGHLIGHTS--
INSTITUTIONAL SHARES                                                          17

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


FINANCIAL STATEMENTS                                                          18

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

NOTES TO FINANCIAL STATEMENTS                                                 34
- ------------------------------------------------------


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 38

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

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


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

                          INSTITUTIONAL SERVICE SHARES
                        SHAREHOLDER TRANSACTION EXPENSES


<TABLE>
<S>                                                                                     <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)..........................................................    None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)..........................................................    None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable).........................................    None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................    None
Exchange Fee...................................................................................    None
ANNUAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES
  (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee (after waiver)(1)...............................................................    0.39%
12b-1 Fee (after waiver)(2)....................................................................    0.01%
Total Other Expenses...........................................................................    0.46%
    Shareholder Services Fee(3)......................................................     0.24%
         Total Institutional Service Shares Operating Expenses(4)..............................    0.86%
</TABLE>



(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.



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



(3) The maximum Shareholder Services Fee is 0.25%.



(4) The Total Institutional Service Shares Operating Expenses in the table above
are based on expenses expected during the fiscal year ending May 31, 1995. The
Total Institutional Service Share Operating Expenses were 0.89% for the fiscal
year ended May 31, 1994, and were 1.03% absent the voluntary waivers of a
portion of the management fee and a portion of the 12b-1 Fee.



    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF INSTITUTIONAL SERVICE SHARES
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.



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



<TABLE>
<CAPTION>
                           EXAMPLE                              1 Year     3 Years     5 Years     10 Years
- -------------------------------------------------------------   ------     -------     -------     --------
<S>                                                             <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000 investment
  assuming (1) 5% annual return and (2) redemption at the end
  of each time period........................................     $9         $27         $48         $106
</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 also offers another class of
shares called Institutional Shares. Institutional Service Shares and
Institutional Shares are subject to certain of the same expenses; however,
Institutional Shares are not subject to a 12b-1 fee. See "Other Classes of
Shares."



INTERMEDIATE MUNICIPAL TRUST


INSTITUTIONAL SERVICE SHARES



FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 38.



<TABLE>
<CAPTION>
                                                                                  YEAR ENDED
                                                                                    MAY 31,
                                                                                     1994*
                                                                                  -----------
<S>                                                                               <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                $ 11.00
- --------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------
  Net investment income                                                                0.36
- --------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                              (0.48)
- --------------------------------------------------------------------------------   --------
  Total from investment operations                                                    (0.12)
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                (0.36)
- --------------------------------------------------------------------------------   --------
NET ASSET VALUE, END OF PERIOD                                                      $ 10.52
- --------------------------------------------------------------------------------   --------
TOTAL RETURN**                                                                        (1.10%)
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------
  Expenses                                                                             0.89%(a)
- --------------------------------------------------------------------------------
  Net investment income                                                                4.66%(a)
- --------------------------------------------------------------------------------
  Expense waiver/reimbursement(b)                                                      0.14%(a)
- --------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                            $1,715
- --------------------------------------------------------------------------------
  Portfolio turnover rate(c)                                                              7%
- --------------------------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from September 6, 1993 (date of initial
   public offering) to May 31, 1994.



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



(a) Computed on an annualized basis.



(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).



(c) Represents portfolio turnover for the entire Fund.



(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 for the fiscal year ended May 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 May 31, 1985. The Declaration of Trust permits the Trust to offer
separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees (the "Trustees") have established two classes of shares of the Fund,
known as Institutional Service Shares and Institutional Shares. This prospectus
relates only to Institutional Service Shares of the Fund.


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

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income exempt from
federal regular income tax. Interest income of the Fund that is exempt from
federal income tax retains its tax-free status when distributed to the Fund's
shareholders. The Fund pursues this investment objective by investing at least
80% of its net assets in a diversified portfolio of municipal securities with a
dollar-weighted average portfolio maturity of not less than three or more than
ten years. 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. The investment objective and the policy stated above cannot
be changed without approval of shareholders.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS.  The municipal securities in which the Fund invests are:


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


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

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


The prices of fixed income securities fluctuate inversely to the direction of
interest rates.



AVERAGE MATURITY.  The dollar-weighted average maturity of the Fund's portfolio
of municipal securities will not be less than three years or more than ten
years. For purposes of determining the dollar-weighted average portfolio
maturity of the Fund's portfolio, the maturity of a municipal security will be
its ultimate maturity, unless it is probable that the issuer of the security
will take advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on which
it is probable that the security will be called, refunded, or redeemed. If the
municipal security includes the right to demand payment, the maturity of the
security for purposes of determining the Fund's dollar-weighted average
portfolio maturity will be the period remaining until the principal amount of
the security can be recovered by exercising the right to demand payment.

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

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

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

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

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

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

     - unrated if determined to be of equivalent quality to one of the foregoing
       rating categories by the Fund's investment adviser.

     A description of the ratings categories is contained in the Appendix to the
     Combined Statement of Additional Information.


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



     VARIABLE RATE MUNICIPAL SECURITIES.  Some of the municipal securities which
     the Fund purchases may have variable interest rates. Variable interest
     rates are ordinarily stated as a percentage of a published interest rate,
     interest rate index, or some similar standard, such as the 91-day U.S.
     Treasury bill rate. Variable interest rates are adjusted on a periodic
     basis, e.g., every 30 days. The Fund will consider this adjustment period
     to be the maturity of the security for purposes of determining the weighted
     average maturity of the portfolio.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase and sell
municipal securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases or sells 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, not for investment leverage. In when-issued and delayed delivery
transactions, the Fund relies on the buyer or 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.

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

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

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

MUNICIPAL SECURITIES

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

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

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.


INVESTMENT RISKS

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

INVESTMENT LIMITATIONS

The Fund will not:

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

     - invest more than 5% of its total assets in purchases of industrial
       development bonds, the principal and interest of which are paid by a
       company which has an operating history of less than three years; or

     - with respect to securities comprising 75% of its assets, invest more than
       5% of its total assets in securities of one issuer (except cash and cash
       items, and U.S. government obligations).

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

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 restricted securities determined by the
       Board of Trustees to be illiquid.

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 (the "Adviser"), subject to direction
by the Trustees. The Adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments, for which it receives an annual fee from the Fund.


     ADVISORY FEES.  The Adviser receives an annual investment advisory fee
     equal to .40 of 1% of the Fund's average daily net assets. Under the

     investment advisory contract, the Adviser will



     reimburse the Fund the amount, limited to the amount of the advisory fee,
     by which the Fund's aggregate annual operating expenses, including its
     investment advisory fee, but excluding interest, taxes, brokerage
     commissions, insurance premiums, expenses of registering and qualifying the
     Fund and its shares under federal and state laws and regulations, expenses
     of withholding taxes, and extraordinary expenses, exceed .45 of 1% of its
     average daily net assets. This does not include reimbursement to the Fund
     of any expenses incurred by shareholders who use the transfer agent's
     subaccounting facilities. Because of this undertaking, the Adviser receives
     less than its calculated gross investment advisory fee. The Adviser has
     also undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.


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


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


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

DISTRIBUTION OF INSTITUTIONAL SERVICE SHARES

Federated Securities Corp. is the principal distributor for Institutional
Services 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 may pay to the distributor an amount, computed at an annual rate of .25
of 1% of the average daily net asset value of the 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 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 Service 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.



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.



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


State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.


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


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 (the "Federated Funds") as
specified below:



<TABLE>
<CAPTION>
       MAXIMUM               AVERAGE AGGREGATE DAILY NET
 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 ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,
Pittsburgh, Pennsylvania, with offices in Boston, Massachusetts, 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, L.L.P., Washington,
D.C.


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

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

Holders of Shares pay their allocable portion of Fund and Trust expenses.


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


The Fund expenses for which holders of Shares pay their allocable portion
include, but are not limited to: registering the Fund and Shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such non-recurring and extraordinary items as may
arise.


At present, the only expenses allocated to the Shares as a class are expenses
under the Fund's Distribution Plan. However, the Trustees reserve the right to
allocate certain other expenses to the holders of Shares as they deem
appropriate ("Class Expenses"). In any case, Class Expenses would be limited to:
distribution fees, transfer agent fees as identified by the transfer agent as
attributable to holders of Shares; printing and postage expenses related to
preparing and distributing materials such as shareholder reports, prospectuses
and proxies to current shareholders; registration fees paid to the Securities
and Exchange Commission and state securities commissions; expenses related to
administra-



tive personnel and services as required to support holders of Shares; legal fees
relating solely to Shares; and Trustees' fees incurred as a result of issues
relating solely to Shares.

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 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 number of Shares outstanding. The net asset value for
Institutional Shares may differ from 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 for business. Shares may be purchased either by
wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp. and
obtain a master account number. 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. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Intermediate Municipal Trust--Institutional
Service Shares; Fund Number (this number can be found on the account Statement
or by contacting the Fund); Group Number or Wire Order Number; Nominee or
Institution Name; and ABA 011000028. Shares cannot be purchased on days on which
the New York Stock Exchange is closed and federal holidays restricting wire
transfers.



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


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $25,000, plus any non-affiliated
bank or broker's fee, if applicable. However, an account may be opened with a
smaller amount as long as the $25,000 minimum is reached within 90 days. The
minimum investment for an institutional investor will be


calculated by combining all accounts it maintains with the Fund. 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 nonaffiliated bank or broker may be charged an additional
service fee by that bank or broker.

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the 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; or (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 municipal 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. Shareholders 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 to beneficial owners 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 of record. 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 State Street Bank. If the order for
Shares and payment by wire are received on the same day, Shares begin earning
dividends on the



next business day. Shares purchased by check begin earning dividends on the
business day after the check is converted, upon instruction of the transfer
agent, into federal funds. Dividends are automatically reinvested on payment
dates in additional Shares unless cash payments are requested by contacting the
Fund.


CAPITAL GAINS

Distributions of net realized long-term capital gains realized by the Fund, if
any, will be made at least once every twelve 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.
(Eastern time). The proceeds will normally be wired the following business day,
but in no event more than seven days, to the shareholder's account at a domestic
commercial bank that is a member of the Federal Reserve System. If at any time,
the 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 and class of shares' 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, 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 Savings Association Insurance Fund, which is administered by the FDIC;
       or


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

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

The Fund and 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 7 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 of record
if the account balance falls below a required minimum value of $25,000 due to
Shareholder redemptions. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the 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 Trust shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the outstanding shares of the
Trust entitled to vote.


MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect
shareholders of the Fund, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of its shareholders for acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument 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 on behalf
of the Fund. Therefore, financial loss resulting from liability as a shareholder
of the Fund will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them from the assets of the
Fund.

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

FEDERAL INCOME TAX


The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code of 1986, as amended, applicable to regulated
investment companies and to receive the special tax treatment afforded to such
companies. The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.


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

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.


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


In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends


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

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

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

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

     - 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.

OTHER STATE AND LOCAL TAXES

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

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

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

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 tax-equivalent yield of Shares is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that Shares would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.



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

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


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


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

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

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


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


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



INTERMEDIATE MUNICIPAL TRUST


INSTITUTIONAL SHARES



FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



Reference is made to the Report of Independent Public Accountants on page 38.



<TABLE>
<CAPTION>
                                                                          YEAR ENDED MAY 31,
                                       ----------------------------------------------------------------------------------------
                                        1994      1993      1992      1991       1990      1989      1988      1987      1986*
                                       ------    ------    ------    -------    ------    ------    ------    -------    ------
<S>                                    <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>
NET ASSET VALUE, BEGINNING
  OF PERIOD                            $10.74    $10.31    $10.09    $  9.84    $ 9.81    $ 9.81    $ 9.83    $  9.97    $10.00
- -----------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------
  Net investment income                  0.52      0.56      0.59       0.63      0.64      0.64      0.62       0.58      0.29
- -----------------------------------
  Net realized and unrealized gain
  (loss) on investments                 (0.22)     0.43      0.22       0.25      0.03        --     (0.02)     (0.14)    (0.03)
- -----------------------------------     -----     -----     -----     ------     -----     -----     -----     ------     -----
  Total from investment operations       0.30      0.99      0.81       0.88      0.67      0.64      0.60       0.44      0.26
- -----------------------------------
LESS DISTRIBUTIONS
- -----------------------------------
  Dividends to shareholders from net
  investment income                     (0.52)    (0.56)    (0.59)     (0.63)    (0.64)    (0.64)    (0.62)     (0.58)    (0.29)
- -----------------------------------     -----     -----     -----     ------     -----     -----     -----     ------     -----
NET ASSET VALUE, END OF
  PERIOD                               $10.52    $10.74    $10.31    $ 10.09    $ 9.84    $ 9.81    $ 9.81    $  9.83    $ 9.97
- -----------------------------------     -----     -----     -----     ------     -----     -----     -----     ------     -----
TOTAL RETURN**                           2.79%     9.80%     8.19%      9.22%     7.02%     6.77%     6.34%      4.25%     2.60%
- -----------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------
  Expenses                               0.61%     0.48%     0.47%      0.49%     0.50%     0.48%     0.49%      0.47%     .003%(a)
- -----------------------------------
  Net investment income                  4.82%     5.27%     5.73%      6.32%     6.49%     6.56%     6.25%      5.63%     6.46%(a)
- -----------------------------------
  Expense waiver/reimbursement(b)        0.01%     0.14%     0.22%      0.30%     0.38%     0.39%     0.31%      0.27%     0.57%(a)
- -----------------------------------
SUPPLEMENTAL DATA
- -----------------------------------
  Net assets, end of period
    (000 omitted)                      $302,663  $263,283  $173,702  $116,577   $95,738   $82,211   $91,195   $120,162   $3,450
- -----------------------------------
  Portfolio turnover rate(c)                7%        3%        9%        43%       14%       25%      119%        81%       23%
- -----------------------------------
</TABLE>



   * Reflects operations for the period from December 26, 1985 (date of initial
     public offering) through May 31, 1986. For the period from the start of
     business, October 15, 1985 to December 25, 1985, net investment income per
     share aggregating $0.108424 ($1,084) was distributed to an affiliate of the
     Trust's adviser. Such distribution represented the net income of the Trust
     prior to the initial public offering of the Trust shares which commenced
     December 26, 1985.



  ** 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.



(b) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above
    (Note 4).



(c) Represents portfolio turnover for the entire Fund.



(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 for the fiscal year ended May 31, 1994, which can be obtained free
of charge.



INTERMEDIATE MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS

MAY 31, 1994

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--98.2%
- ---------------------------------------------------------------------
               ALABAMA--2.1%
               ------------------------------------------------------
$ 2,500,000    Alabama Public School & College Authority, 4.625%
               Refunding Bonds (Series 1993)/(Original Issue Yield:
               4.77%), 12/1/2002                                          Aa         $  2,380,775
               ------------------------------------------------------
</TABLE>



<TABLE>
<C>            <S>                                                      <C>          <C>
  1,500,000    Alabama Water Pollution Control Authority, 6.35% State
               Revolving Fund Loan Bonds (Series 1991)/(AMBAC
               Insured), 8/15/2001                                        AAA           1,602,420
               ------------------------------------------------------
  2,250,000    Birmingham, AL, Medical Center, 10.00% Hospital
               Revenue Bonds (Prerefunded), 7/1/95 (@102)                 AAA           2,437,223
               ------------------------------------------------------                ------------
               Total                                                                    6,420,418
               ------------------------------------------------------                ------------
               ARIZONA--8.5%
               ------------------------------------------------------
  1,000,000    Arizona State Department of Transportation, 5.50%
               Revenue Bonds (Series 1992B)/(Original Issue Yield:
               5.60%)/(AMBAC Insured), 7/1/2002                           Aaa           1,022,190
               ------------------------------------------------------
  1,500,000    Maricopa County, AZ, 8.20% Revenue Bonds
               (MBIA Insured), 12/1/96                                    Aaa           1,616,130
               ------------------------------------------------------
  1,000,000    Mesa, AZ, 7.125% GO Bonds, 7/1/99                          A1            1,072,720
               ------------------------------------------------------
  5,000,000    Phoenix, AZ, 4.90% GO Bonds (Series 1993A)/(Original
               Issue Yield: 4.95%), 7/1/2002                              AA+           4,921,200
               ------------------------------------------------------
  1,500,000    Phoenix, AZ, 7.40% GO Bonds (Series A), 7/1/2000           AA+           1,689,240
               ------------------------------------------------------
  2,900,000    Pima County, AZ, Tucson Unified School District #1,
               4.80% School Improvement Bonds (Series
               1993E)/(Original Issue Yield: 4.90%)/(FGIC Insured),
               7/1/2003                                                   AAA           2,781,245
               ------------------------------------------------------
  3,000,000    Salt River Project, AZ, 4.75% Electric System Revenue
               Bonds (Original Issue Yield: 4.85%), 1/1/2003              AA            2,849,520
               ------------------------------------------------------
  2,500,000    Salt River Project, AZ, 5.20% Power Supply Revenue
               Bonds (Original Issue Yield: 5.25%), 1/1/2002              Aa            2,490,600
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               ARIZONA--CONTINUED
               ------------------------------------------------------
$ 2,000,000    Salt River Project, AZ, 5.30% Power Supply Revenue
               Bonds (Original Issue Yield: 5.35%), 1/1/2003              Aa         $  1,993,080
               ------------------------------------------------------
  5,000,000    Salt River Project, AZ, 7.10% Electric System Revenue
               Bonds, 1/1/2000                                            AA            5,415,450
               ------------------------------------------------------                ------------
               Total                                                                   25,851,375
               ------------------------------------------------------                ------------
               ARKANSAS--2.2%
               ------------------------------------------------------
  4,000,000    North Little Rock, AR, 9.50% Hydro-Electric Revenue
               Bonds (Prerefunded), 7/1/95 (@103)                         Aaa           4,350,640
               ------------------------------------------------------
  2,300,000    Pulaski County, AR, Health Facility Board, 5.60%
               Revenue Bonds (St. Vincent Infirmary, Sisters of
               Charity of Nazareth Health)/(Original Issue Yield:
               5.70%)/(MBIA Insured), 11/1/2002                           Aaa           2,354,073
               ------------------------------------------------------                ------------
               Total                                                                    6,704,713
               ------------------------------------------------------                ------------
               CALIFORNIA--4.0%
               ------------------------------------------------------
  2,250,000    California State Veterans Affairs, 7.80% GO Bonds
               (Series AV), 10/1/2000                                      A            2,563,290
               ------------------------------------------------------
  2,000,000    Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 2/1/2001                     AA            2,404,580
               ------------------------------------------------------
  1,800,000    Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 6/1/2000                     AA            2,144,610
               ------------------------------------------------------
  1,875,000    Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 6/1/2001                     AA            2,270,231
               ------------------------------------------------------
  2,500,000    Northern California Power Agency, 9.50% Revenue Bonds
               (Prerefunded), 7/1/95 (@102)                               Aaa           2,696,575
               ------------------------------------------------------                ------------
               Total                                                                   12,079,286
               ------------------------------------------------------                ------------
               DELAWARE--0.3%
               ------------------------------------------------------
  1,000,000    Delaware State, 5.20% GO Bonds (Series 1992B),
               7/1/2002                                                   Aa            1,008,480
               ------------------------------------------------------                ------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               FLORIDA--5.9%
               ------------------------------------------------------
$ 3,000,000    Dade County, FL, 10.00% Solid Waste Revenue Bonds
               (Prerefunded), 10/1/95 (@102)                              Aaa        $  3,290,100
               ------------------------------------------------------
  3,000,000    Florida State Board of Education, 6.00% UT GO Capital
               Outlay Bonds (Series 1991B), 6/1/2001                      AA            3,178,980
               ------------------------------------------------------
  2,000,000    Florida State Board of Education, 6.25% Public
               Education Capital Outlay Bonds (Series 1991C),
               6/1/2001                                                   AA            2,147,340
               ------------------------------------------------------
  5,500,000    Jacksonville, FL, Electric Authority, 6.70% Electric
               Revenue Bonds (St. John's River Park Power Project),
               10/1/99                                                    AA            5,768,785
               ------------------------------------------------------
  1,000,000    Miami Beach, FL, HFDA, 5.60% Revenue Bonds (Mount
               Sinai Medical Center)/(Original Issue Yield: 5.65%)/
               (Capital Guaranty), 11/15/2002                             Aaa           1,037,440
               ------------------------------------------------------
  1,500,000    Orlando, FL, Utilities Commission, 5.40% Revenue Bonds
               (Series 1992)/(Original Issue Yield: 5.50%), 10/1/2002     Aa1           1,525,035
               ------------------------------------------------------
  1,050,000    Plantation, FL, Water & Sewer Authority, 8.70% Revenue
               Bonds (MBIA Insured)/(ETM), 3/1/96                         Aaa           1,130,462
               ------------------------------------------------------                ------------
               Total                                                                   18,078,142
               ------------------------------------------------------                ------------
               GEORGIA--4.3%
               ------------------------------------------------------
  2,000,000    Georgia Municipal Electric Authority, 6.50% Power
               Supply Revenue Bonds (Series U), 1/1/2000                  AA            2,131,440
               ------------------------------------------------------
  1,000,000    Georgia Municipal Electric Authority, 6.60% Power
               Supply Revenue Bonds (Series U), 1/1/2001                  AA            1,075,420
               ------------------------------------------------------
  4,095,000    Georgia Private Colleges & Universities Authority,
               5.60% Revenue Bonds (Series 1992C)/(Emory University
               Project), 10/1/2001                                        AA            4,228,743
               ------------------------------------------------------
  5,000,000    Georgia State, 7.70% GO Bonds, 2/1/2001                    AA+           5,769,100
               ------------------------------------------------------                ------------
               Total                                                                   13,204,703
               ------------------------------------------------------                ------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               HAWAII--4.7%
               ------------------------------------------------------
$ 3,000,000    City & County of Honolulu, HI, 6.30% GO Bonds
               (Series 1991A), 8/1/2001                                   AA         $  3,206,160
               ------------------------------------------------------
  2,000,000    Hawaii State, 5.00% GO Bonds (Series CC), 2/1/2003         Aa            1,970,860
               ------------------------------------------------------
  1,000,000    Hawaii State, 5.85% GO Bonds (Series 1991BU)/
               (Original Issue Yield: 5.95%), 11/1/2001                   AA            1,049,560
               ------------------------------------------------------
  2,000,000    Hawaii State, 6.25% GO Bonds (Series 1992BZ),
               10/1/2002                                                  AA            2,148,760
               ------------------------------------------------------
  5,000,000    Hawaii State, 8.00% GO Bonds (Series 1991BT), 2/1/2001     AA            5,828,700
               ------------------------------------------------------                ------------
               Total                                                                   14,204,040
               ------------------------------------------------------                ------------
               ILLINOIS--6.4%
               ------------------------------------------------------
  1,930,000    Chicago, IL, 5.00% GO Bonds (Series 1993A)/(Original
               Issue Yield: 5.05%)/(MBIA Insured), 1/1/2003               AAA           1,878,720
               ------------------------------------------------------
  2,000,000    Chicago, IL, School Finance Authority, 8.00% Revenue
               Bonds (FGIC Insured), 6/1/97                               Aaa           2,118,140
               ------------------------------------------------------
  3,000,000    Du Page, IL, Water Commission, 6.05% GO Water
               Refunding Bonds (Du Page, Cook & Will Counties)/
               (Series 1992), 3/1/2002                                    Aaa           3,166,530
               ------------------------------------------------------
  3,000,000    Illinois Municipal Electric Agency, Power Supply
               System, 6.20% Revenue Bonds (Series 1991A)/(AMBAC
               Insured), 2/1/2001                                         AAA           3,173,850
               ------------------------------------------------------
  1,840,000    Illinois State Highway Authority, 9.125% Revenue Bonds
               (Northern Illinois Toll Highway)/(Prerefunded),
               1/1/96 (@102)                                              AAA           2,014,432
               ------------------------------------------------------
  4,000,000    Illinois State Sales Tax Revenue Bonds, 4.75%
               (Original Issue Yield: 5.05%), 6/15/2002                   AAA           3,834,640
               ------------------------------------------------------
  1,300,000    Illinois State Toll Highway Authority, 4.75% Priority
               Revenue Bonds (Series A)/(Original Issue Yield:
               5.00%), 1/1/2003                                            A            1,224,600
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               ILLINOIS--CONTINUED
               ------------------------------------------------------
$ 2,000,000    University Of Illinois Board of Trustees, 6.40%
               Auxiliary Facilities System, Revenue Bonds, (Series
               1991), 4/1/2001                                            AA         $  2,148,240
               ------------------------------------------------------                ------------
               Total                                                                   19,559,152
               ------------------------------------------------------                ------------
               MARYLAND--0.3%
               ------------------------------------------------------
  1,000,000    University of Maryland, 5.80% Tuition Revenue Bonds
               (Series A)/(System Auxiliary Facility), 2/1/2002           Aa            1,045,810
               ------------------------------------------------------                ------------
               MICHIGAN--4.5%
               ------------------------------------------------------
  4,500,000    Detroit, MI, School District, 4.85% UT GO Bonds
               (Q-SBLF Program)/(Original Issue Yield: 4.95%),
               5/1/2004                                                   AA            4,216,275
               ------------------------------------------------------
  1,250,000    Jackson County, MI, Hospital Finance Authority, 4.80%
               Revenue Bonds (Series A)/(Original Issue Yield:
               4.90%)/ (FGIC Insured), 6/1/2005                           AAA           1,159,950
               ------------------------------------------------------
  5,750,000    Michigan Municipal Bond Authority, Zero Coupon Capital
               Appreciation Revenue Bonds (Series 1991A)/(Local
               Government Loan Program)/(Original Issue Yield:
               6.35%)/(FGIC Insured), 12/1/2000                           AAA           4,071,920
               ------------------------------------------------------
  2,000,000    Michigan State Building Authority, 6.25% Revenue Bonds
               (Series II)/(AMBAC Insured), 10/1/2000                     AAA           2,137,460
               ------------------------------------------------------
  1,000,000    Michigan State Hospital Finance Authority, 5.50%
               Revenue Bonds (Series 1992A)/(Henry Ford Health
               System)/ (Original Issue Yield: 5.55%), 9/1/2001           Aa            1,016,630
               ------------------------------------------------------
  1,000,000    Royal Oak, MI, Hospital Finance Authority, 7.40%
               Hospital Revenue Bonds (William Beaumont Hospital),
               1/1/2000                                                   Aa            1,081,510
               ------------------------------------------------------                ------------
               Total                                                                   13,683,745
               ------------------------------------------------------                ------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               NEBRASKA--1.1%
               ------------------------------------------------------
$ 2,500,000    Omaha, NE, Public Power District Electric System,
               5.00% Revenue Bonds (Series 1993), 2/1/2003                AA         $  2,451,625
               ------------------------------------------------------
  1,000,000    Omaha, NE, Public Power District Nebraska Electric,
               4.70% Revenue Bonds (Series D), 2/1/2003                   AA              949,990
               ------------------------------------------------------                ------------
               Total                                                                    3,401,615
               ------------------------------------------------------                ------------
               NEVADA--0.4%
               ------------------------------------------------------
  1,000,000    Clark County, NV, 9.75% LT GO School Improvement Bonds
               (MBIA Insured), 6/1/2000                                   AAA           1,240,690
               ------------------------------------------------------                ------------
               NEW HAMPSHIRE--0.9%
               ------------------------------------------------------
  2,555,000    New Hampshire State, 6.40% GO Bonds
               (Series 1991A), 6/15/2001                                  AA            2,768,138
               ------------------------------------------------------                ------------
               NEW YORK--3.5%
               ------------------------------------------------------
  1,500,000    Municipal Assistance Corp. of New York, 6.60% Revenue
               Bonds (Series 62), 7/1/2000                                AA-           1,607,280
               ------------------------------------------------------
  2,000,000    Municipal Assistance Corp. of New York, 7.00%
               Resolution Revenue Bonds, 7/1/97                           AA-           2,143,540
               ------------------------------------------------------
  2,000,000    New York City, NY, Water & Sewer Finance Authority,
               5.00% Revenue Bonds (Series B)/(Original Issue Yield:
               5.10%), 6/15/2003                                          A-            1,934,980
               ------------------------------------------------------
  2,550,000    New York State Power Authority, 5.90% Revenue and
               General Purpose Bonds, 1/1/2002                            Aa            2,675,205
               ------------------------------------------------------
  1,000,000    New York State Urban Development Corp., 9.20% Revenue
               Bonds (Prerefunded), 1/1/96 (@102)                         Aaa           1,097,570
               ------------------------------------------------------
  1,000,000    Triborough Bridge & Tunnel Authority, NY, 6.625%
               General Purpose Revenue Bonds, (Series S), 1/1/2001        A+            1,084,900
               ------------------------------------------------------                ------------
               Total                                                                   10,543,475
               ------------------------------------------------------                ------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               NORTH CAROLINA--6.5%
               ------------------------------------------------------
$ 3,355,000    Charlotte-Mecklenburg Hospital Authority, NC, 5.90%
               Health Care System Revenue Bonds (Original Issue
               Yield: 5.95%), 1/1/2002                                    Aa         $  3,422,536
               ------------------------------------------------------
  4,225,000    North Carolina Eastern Municipal Power, 5.125% Revenue
               Bonds (Series C)/(Original Issue Yield: 5.25%),
               1/1/2003                                                   A-            4,086,673
               ------------------------------------------------------
  2,000,000    North Carolina Eastern Municipal Power, 5.25% Revenue
               Bonds (Series C)/(Original Issue Yield: 5.40%),
               1/1/2004                                                   A-            1,931,280
               ------------------------------------------------------
  5,000,000    North Carolina Municipal Power Agency, 5.90% Revenue
               Bonds (Catawba Electric)/(Original Issue Yield:
               5.95%), 1/1/2003                                            A            5,090,600
               ------------------------------------------------------
  5,020,000    North Carolina Municipal Power Agency, 6.00% Revenue
               Bonds (Catawba Electric)/(Original Issue Yield:
               6.05%), 1/1/2004                                            A            5,216,081
               ------------------------------------------------------                ------------
               Total                                                                   19,747,170
               ------------------------------------------------------                ------------
               OHIO--3.4%
               ------------------------------------------------------
  1,450,000    Columbus, OH, 5.00% GO Various Purpose UT Bonds
               (Series 1993I), 9/15/2002                                  Aa1           1,443,083
               ------------------------------------------------------
  1,330,000    Franklin County, OH, 5.30% Hospital Facility Revenue
               Bonds (Series 1993A)/(Riverside United Methodist
               Hospital)/(Original Issue Yield: 5.40%), 5/15/2002         NR            1,291,350
               ------------------------------------------------------
  2,500,000    Hamilton County, OH, Sewer System, 6.20%
               Improvement & Refunding Revenue Bonds
               (Series 1991A)/(Metropolitan Sewer District of
               Greater Cincinnati), 12/1/2000                             AA-           2,666,150
               ------------------------------------------------------
  1,400,000    Montgomery County, OH, 6.20% Revenue Bonds
               (Series 1991A)/(Sisters of Charity Healthcare
               Systems, Inc.)/(MBIA Insured), 5/15/2001                   AAA           1,493,394
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               OHIO--CONTINUED
               ------------------------------------------------------
$ 3,000,000    Ohio State Building Authority, 9.625% Revenue Bonds,
               (Prerefunded), 10/1/95 (@103)                              Aaa        $  3,304,530
               ------------------------------------------------------                ------------
               Total                                                                   10,198,507
               ------------------------------------------------------                ------------
               OKLAHOMA--0.7%
               ------------------------------------------------------
  2,000,000    Tulsa, OK, 5.15% GO Refunding Bonds, 6/1/2003              AA            1,984,380
               ------------------------------------------------------                ------------
               PENNSYLVANIA--4.8%
               ------------------------------------------------------
  1,000,000    Allegheny County, PA, HDA, 5.50% Revenue Bonds
               (Presbyterian University Health System)/(Original
               Issue Yield: 5.60%)/(MBIA Insured), 11/1/2002              Aaa           1,016,100
               ------------------------------------------------------
  1,500,000    Allegheny County, PA, HDA, 6.875% Revenue Bonds (Mercy
               Hospital of Pittsburgh)/(BIGI Insured), 10/1/99            Aaa           1,595,340
               ------------------------------------------------------
  1,500,000    Pennsylvania Infrastructure Investment Authority,
               6.15% Revenue Bonds (Series 1990B)/(Pennvest Loan Pool
               Program), 9/1/2001                                         AA            1,590,030
               ------------------------------------------------------
  8,000,000    Philadelphia, PA, 5.00% Water and Wastewater Revenue
               Bonds (Original Issue Yield: 5.25%)/
               (CGIC Insured), 6/15/2002                                  AAA           7,890,560
               ------------------------------------------------------
  1,475,000    Washington County, PA, Hospital Authority, 5.50%
               Revenue Bonds (Shadyside Hospital)/(Original Issue
               Yield: 5.60%)/(AMBAC Insured), 12/15/2001                  Aaa           1,516,153
               ------------------------------------------------------
  1,155,000    Westmoreland County, PA, 4.70% GO Refunding Bonds
               (Series D)/(MBIA Insured), 8/1/2002                        AAA           1,127,384
               ------------------------------------------------------                ------------
               Total                                                                   14,735,567
               ------------------------------------------------------                ------------
               SOUTH CAROLINA--3.3%
               ------------------------------------------------------
  1,290,000    Charleston, SC, Waterworks & Sewer System, 9.625%
               Revenue Bonds (Prerefunded), 1/1/96 (@102)                 AAA           1,422,083
               ------------------------------------------------------
    730,000    Columbia, SC, Waterworks & Sewer System, 6.40%
               Revenue Bonds, 2/1/2001                                    AA              782,998
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               SOUTH CAROLINA--CONTINUED
               ------------------------------------------------------
$ 4,270,000    Columbia, SC, Waterworks & Sewer System, 6.40%
               Revenue Bonds, 2/1/2001                                    AA         $  4,587,474
               ------------------------------------------------------
  3,000,000    South Carolina Public Service Authority, 9.50%
               Electric Revenue Bonds (Prerefunded), 7/1/95 (@103)        Aaa           3,262,980
               ------------------------------------------------------                ------------
               Total                                                                   10,055,535
               ------------------------------------------------------                ------------
               TENNESSEE--2.7%
               ------------------------------------------------------
  2,000,000    Knox County, TN, 4.80% UT GO Bonds (Original Issue
               Yield: 4.85%), 3/1/2003                                    AA            1,920,380
               ------------------------------------------------------
  2,000,000    Memphis, TN, 4.90% Water Division Revenue Refunding
               Bonds (Series 1993), 1/1/2003                              AA            1,943,960
               ------------------------------------------------------
  3,000,000    Memphis, TN, 5.625% Electric System Revenue Bonds,
               1/1/2002                                                   Aa            3,107,400
               ------------------------------------------------------
  1,065,000    Metropolitan Government of Nashville & Davidson
               County, TN, 5.85% Health & Educational Facilities
               Board Revenue Bonds (Series 1991B)/(The Vanderbilt
               University)/(Original Issue Yield: 5.95%), 10/1/2001       AA            1,116,589
               ------------------------------------------------------                ------------
               Total                                                                    8,088,329
               ------------------------------------------------------                ------------
               TEXAS--16.4%
               ------------------------------------------------------
  1,000,000    Canyon, TX, ISD, 8.20% GO Bonds (MBIA Insured),
               2/15/96                                                    Aaa           1,066,600
               ------------------------------------------------------
  5,000,000    Central Texas Higher Education Authority, 4.85%
               (Series C), 12/1/2002                                      Aa            4,778,400
               ------------------------------------------------------
  2,000,000    Dallas County, TX, 8.75% UT GO Bonds, 1/10/96              Aaa           2,146,080
               ------------------------------------------------------
  1,755,000    Dallas, Denton & Collins Townships, TX, Waterworks &
               Sewer System, 6.60% Revenue Bonds, 4/1/2000                Aa            1,872,655
               ------------------------------------------------------
  1,000,000    Dallas, Denton & Collins Townships, TX, Waterworks &
               Sewer System, 9.50% Revenue Bonds, 10/1/98                 Aa            1,119,430
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               TEXAS--CONTINUED
               ------------------------------------------------------
$ 4,000,000    Garland, TX, 5.80% UT GO Bonds (Dallas
               County)/(Original Issue Yield: 5.90%), 8/15/2001           Aa         $  4,149,640
               ------------------------------------------------------
  3,000,000    Houston, TX, ISD, 5.40% LT Schoolhouse Refunding Bonds
               (Permanent School Fund Guaranty), 8/15/2001                Aaa           3,062,520
               ------------------------------------------------------
  4,500,000    Houston, TX, ISD, 8.375% LT Schoolhouse Bonds
               (Series 1991), 8/15/2000                                   Aaa           5,274,990
               ------------------------------------------------------
  2,500,000    San Antonio, TX, 6.00% Water System Revenue Refunding
               Bonds (Series 1992)/(Original Issue Yield:
               6.15%)/(FGIC Insured), 5/15/2001                           Aaa           2,619,850
               ------------------------------------------------------
  1,475,000    San Antonio, TX, 8.625% GO Bonds, 8/1/2000                 AA            1,752,123
               ------------------------------------------------------
  2,000,000    San Antonio, TX, Electric & Gas System, 5.30% Revenue
               Bonds, 2/1/2002                                            Aa            2,008,580
               ------------------------------------------------------
  2,000,000    San Antonio, TX, Electric & Gas System, 7.00% Revenue
               Bonds, 2/1/99                                              Aa            2,157,560
               ------------------------------------------------------
  1,650,000    San Antonio, TX, Electric & Gas System, 9.90% Revenue
               Bonds, 2/1/98                                              Aa            1,924,213
               ------------------------------------------------------
  6,370,000    Socorro, TX, ISD, 6.25% UT GO Refunding Bonds (Series
               1991A)/(Permanent School Fund Guaranty)/ (Original
               Issue Yield: 6.30%), 8/15/2001                             AAA           6,770,992
               ------------------------------------------------------
  3,000,000    Texas State Public Property Finance Corp., 5.10%
               Acquisition and Refunding Revenue Bonds (Series
               1993)/(Mental Health and Mental Retardation
               Center)/(CGIC Insured), 9/1/2003                           AAA           2,919,990
               ------------------------------------------------------
  6,000,000    Texas Water Development Board, 5.80% Revenue Bonds
               (Series 1992)/(Original Issue Yield: 5.90%), 7/15/2002     Aa            6,223,560
               ------------------------------------------------------                ------------
               Total                                                                   49,847,183
               ------------------------------------------------------                ------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               UTAH--2.3%
               ------------------------------------------------------
$ 5,000,000    Intermountain Power Agency, 4.80% Power Supply Revenue
               Bonds (Series 1993C), 7/1/2003                             AA         $  4,793,500
               ------------------------------------------------------
  2,000,000    Intermountain Power Agency, 7.20% Power Supply Revenue
               Bonds, 7/1/99                                              AA            2,185,500
               ------------------------------------------------------                ------------
               Total                                                                    6,979,000
               ------------------------------------------------------                ------------
               VERMONT--0.4%
               ------------------------------------------------------
  1,000,000    Vermont State, 5.80% GO Bonds, (Series 1992A)
               (Original Issue Yield: 5.934%), 2/1/2002                   Aa            1,050,350
               ------------------------------------------------------                ------------
               VIRGINIA--4.0%
               ------------------------------------------------------
  2,025,000    Newport News, VA, 5.40% General Improvement GO
               Refunding Bonds (Series 1992B), 7/1/2002                   Aa            2,060,701
               ------------------------------------------------------
  6,000,000    Norfolk, VA, 5.00% GO Capital Improvement and
               Refunding Bonds, 2/1/2003                                  Aa            5,904,360
               ------------------------------------------------------
  1,995,000    Virginia Beach, VA, 6.30% GO Bonds, 3/1/2000               AA            2,131,239
               ------------------------------------------------------
  1,995,000    Virginia Beach, VA, 6.30% GO Bonds, 3/1/2001               AA            2,141,832
               ------------------------------------------------------                ------------
               Total                                                                   12,238,132
               ------------------------------------------------------                ------------
               WASHINGTON--3.8%
               ------------------------------------------------------
  1,020,000    Seattle, WA, 6.00% LT GO Refunding Bonds (Series B),
               3/1/2002                                                   AA+           1,074,733
               ------------------------------------------------------
  2,000,000    Snohomish County, WA, School District #6, 5.45% GO
               Bonds (FGIC Insured), 12/1/2005                            AAA           1,981,480
               ------------------------------------------------------
  4,000,000    Washington State Suburban Sanitation District, 4.40%
               GO Bonds (Original Issue Yield: 4.50%), 6/1/2004           AA            3,613,440
               ------------------------------------------------------
  2,000,000    Washington State, 5.60% GO Motor Vehicle Fuel Tax
               Refund Bonds (Series D), 9/1/2001                          Aa            2,067,140
               ------------------------------------------------------
</TABLE>



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                         RATING:
 PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                 OR S&P*        VALUE
- -----------    ------------------------------------------------------   ---------    ------------
<C>            <S>                                                      <C>          <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               WASHINGTON--CONTINUED
               ------------------------------------------------------
$ 2,570,000    Washington State, 6.60% UT GO Bonds (Series A),
               2/1/2002                                                   Aa         $  2,799,938
               ------------------------------------------------------                ------------
               Total                                                                   11,536,731
               ------------------------------------------------------                ------------
               WISCONSIN--0.8%
               ------------------------------------------------------
  2,500,000    Wisconsin State, 5.20% GO Bonds (Original Issue Yield:
               5.30%), 11/1/2002                                          Aa            2,521,925
               ------------------------------------------------------                ------------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST, $292,646,721)                                        298,776,591
               ------------------------------------------------------                ------------
SHORT-TERM MUNICIPAL SECURITIES--0.2%
- ---------------------------------------------------------------------
               PUERTO RICO--0.0%
               ------------------------------------------------------
    150,000    Government Development Bank of Puerto Rico Weekly
               VRDNs (Credit Suisse and Sumitomo Bank Ltd. LOCs)          A-1             150,000
               ------------------------------------------------------                ------------
               TEXAS--0.2%
               ------------------------------------------------------
    500,000    Houston, TX, HFDC Daily VRDNs (Methodist Hospital
               Guaranty)                                                 A-1+             500,000
               ------------------------------------------------------                ------------
               TOTAL SHORT-TERM MUNICIPAL SECURITIES                                      650,000
               ------------------------------------------------------                ------------
               TOTAL MUNICIPAL SECURITIES
               (IDENTIFIED COST, $293,296,721)                                       $299,426,591+
               ------------------------------------------------------                ------------
</TABLE>



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



+ The cost of investments for federal tax purposes amounts to $293,296,721. The
  net unrealized appreciation of investments on a federal tax basis amounts to
  $6,129,870 which is comprised of $9,540,662 appreciation and $3,410,792
  depreciation at May 31, 1994.



Note: The categories of investments are shown as a percentage of net assets
      ($304,378,407) at May 31, 1994.



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

The following abbreviations are used in this portfolio:


<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
BIGI   -- Bond Investors Guaranty Inc.
CGIC   -- Capital Guaranty Insurance Corporation
ETM    -- Escrowed to Maturity
FGIC   -- Financial Guaranty Insurance Company
GO     -- General Obligation
HDA    -- Housing Development Authority
HFDA   -- Health Facility Development Authority
HFDC   -- Health Facility Development Corporation
ISD    -- Independent School District
LOCs   -- Letters of Credit
LT     -- Limited Tax
MBIA   -- Municipal Bond Investors Assurance
Q-SBLF -- Qualified State Bond Loan Fund
UT     -- Unlimited Tax
VRDNs  -- Variable Rate Demand Notes
</TABLE>


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


INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF ASSETS AND LIABILITIES

MAY 31, 1994


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



<TABLE>
<S>                                                                   <C>           <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (Note 2A)
(identified and tax cost $293,296,721)                                              $299,426,591
- --------------------------------------------------------------------------------
Cash                                                                                      51,192
- --------------------------------------------------------------------------------
Interest receivable                                                                    6,146,492
- --------------------------------------------------------------------------------
Receivable for Fund shares sold                                                          145,691
- --------------------------------------------------------------------------------    ------------
     Total assets                                                                    305,769,966
- --------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
Dividends payable (Note 2B)                                           $1,040,815
- -------------------------------------------------------------------
Payable for Fund shares redeemed                                         290,969
- -------------------------------------------------------------------
Accrued expenses                                                          59,775
- -------------------------------------------------------------------   ----------
     Total liabilities                                                                 1,391,559
- --------------------------------------------------------------------------------    ------------
NET ASSETS for 28,944,792 shares of beneficial interest outstanding                 $304,378,407
- --------------------------------------------------------------------------------    ------------
NET ASSETS CONSISTS OF:
- --------------------------------------------------------------------------------
Paid in capital                                                                     $306,287,925
- --------------------------------------------------------------------------------
Unrealized appreciation of investments                                                 6,129,870
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments                                          (8,039,388)
- --------------------------------------------------------------------------------    ------------
     Total Net Assets                                                               $304,378,407
- --------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
Institutional Shares ($302,663,253 / 28,781,697 shares of beneficial interest
outstanding)                                                                              $10.52
- --------------------------------------------------------------------------------    ------------
Institutional Service Shares ($1,715,154 / 163,095 shares of beneficial interest
outstanding)                                                                              $10.52
- --------------------------------------------------------------------------------    ------------
</TABLE>


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


INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF OPERATIONS

YEAR ENDED MAY 31, 1994


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



<TABLE>
<S>                                                            <C>       <C>           <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Interest income (Note 2B)                                                              $16,884,773
- -----------------------------------------------------------------------------------
EXPENSES--
- -----------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                         $1,244,249
- ---------------------------------------------------------------------
Trustees' fees                                                                8,465
- ---------------------------------------------------------------------
Administrative personnel and services fee (Note 4)                          303,207
- ---------------------------------------------------------------------
Custodian and portfolio accounting fees                                     170,421
- ---------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses
  (Note 4)                                                                   19,955
- ---------------------------------------------------------------------
Fund share registration costs                                                74,236
- ---------------------------------------------------------------------
Auditing fees                                                                17,545
- ---------------------------------------------------------------------
Legal fees                                                                   11,623
- ---------------------------------------------------------------------
Printing and postage                                                         22,602
- ---------------------------------------------------------------------
Insurance premiums                                                            9,436
- ---------------------------------------------------------------------
Distribution services fees (Note 4)--Institutional Service
  Shares                                                                      1,574
- ---------------------------------------------------------------------
Shareholder services fee (Note 4)--Institutional Service
  Shares                                                                        833
- ---------------------------------------------------------------------
Taxes                                                                         9,594
- ---------------------------------------------------------------------
Miscellaneous                                                                 8,163
- ---------------------------------------------------------------------    ----------
     Total expenses                                                       1,901,903
- ---------------------------------------------------------------------
DEDUCT--
- ---------------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                   $6,917
- ------------------------------------------------------------
  Waiver of distribution services fees (Note 4)                   833         7,750
- ------------------------------------------------------------   ------    ----------
Net expenses                                                                             1,894,153
- -----------------------------------------------------------------------------------    -----------
          Net investment income                                                         14,990,620
- -----------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost
  basis)                                                                                  (760,854)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                     (7,198,457)
- -----------------------------------------------------------------------------------    -----------
          Net realized and unrealized (loss) on investments                             (7,959,311)
- -----------------------------------------------------------------------------------    -----------
               Change in net assets resulting from
                 operations                                                            $ 7,031,309
- -----------------------------------------------------------------------------------    -----------
</TABLE>



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



INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             YEAR ENDED MAY 31,
<S>                                                             <C>                <C>
                                                                    1994               1993
                                                                ------------       ------------
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $ 14,990,620       $ 11,109,442
- -------------------------------------------------------------
Net realized gain (loss) on investment transactions ($760,854
  and $242,740 net loss, respectively, as computed for
federal tax purposes) (Note 2C)                                     (760,854)          (242,740)
- -------------------------------------------------------------
Change in unrealized (depreciation) appreciation of
  investments                                                     (7,198,457)         7,725,575
- -------------------------------------------------------------   ------------       ------------
     Change in net assets resulting from operations                7,031,309         18,592,277
- -------------------------------------------------------------   ------------       ------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- -------------------------------------------------------------
Dividends to shareholders from net investment income:
- -------------------------------------------------------------
Institutional Shares                                             (14,961,284)       (11,109,442)
- -------------------------------------------------------------
Institutional Service Shares                                         (29,336)                --
- -------------------------------------------------------------   ------------       ------------
     Change in net assets from distributions to shareholders     (14,990,620)       (11,109,442)
- -------------------------------------------------------------   ------------       ------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- -------------------------------------------------------------
Proceeds from sale of shares                                     204,983,560        165,053,543
- -------------------------------------------------------------
Net asset value of shares issued to shareholders
in payment of dividends declared                                   2,548,104          1,634,529
- -------------------------------------------------------------
Cost of shares redeemed                                         (158,476,788)       (84,589,739)
- -------------------------------------------------------------   ------------       ------------
     Change in net assets resulting from Fund share
       transactions                                               49,054,876         82,098,333
- -------------------------------------------------------------   ------------       ------------
          Change in net assets                                    41,095,565         89,581,168
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                              263,282,842        173,701,674
- -------------------------------------------------------------   ------------       ------------
End of period                                                   $304,378,407       $263,282,842
- -------------------------------------------------------------   ------------       ------------
</TABLE>



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



INTERMEDIATE MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS

MAY 31, 1994


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

(1) ORGANIZATION


Intermediate Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, (the "Act") as an open-end, management
investment company. The Trust consists of three portfolios. The financial
statements included herein present only those of Intermediate Municipal Trust
(the "Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.



The Fund offers 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 (the "Plan") adopted in accordance with the Act's Rule
12b-1.


(2) SIGNIFICANT ACCOUNTING POLICIES


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



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



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



C. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
   Code applicable to regulated investment companies and to distribute to
   shareholders each year substantially all of its tax-exempt income.
   Accordingly, no provisions for federal tax are necessary. At May 31, 1994,
   the Fund for federal tax purposes had a capital loss carryfoward of
   $7,278,604, which will reduce the Fund's taxable income arising from future
   net realized gain on investments, if any, to the extent permitted by the
   Code, and thus will reduce the amount of the distributions to shareholders
   which would otherwise be necessary to relieve the Fund of any liability for
   federal tax. Pursuant to the Code, such capital loss carryfoward will expire
   in 1995 ($2,674,980), 1996 ($3,974,606), 1997 ($215,810), 1998 ($170,468),
   and 2001, ($242,740). Additionally, net capital losses of $760,854
   attributable to security transactions incurred after October 31, 1993 are
   treated as arising on June 1, 1994, the first day of the Fund's next taxable
   year.



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
   when-issued or delayed delivery transactions. A Fund records when-issued
   securities on the trade date 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.



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



(3) SHARES OF BENEFICIAL INTEREST



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



<TABLE>
<CAPTION>
                                                             YEAR ENDED MAY 31,
                                         -----------------------------------------------------------
                                                     1994                            1993
                                         -----------------------------    --------------------------
         INSTITUTIONAL SHARES              SHARES           DOLLARS         SHARES        DOLLARS
- --------------------------------------   -----------     -------------    ----------    ------------
<S>                                      <C>             <C>              <C>           <C>
Shares sold                               18,798,999     $ 203,167,923    15,482,627    $165,053,543
- --------------------------------------
Shares issued to shareholders electing
  to receive payment of dividends in
Trust shares                                 233,762         2,527,875       153,583       1,634,529
- --------------------------------------
Shares redeemed                          (14,769,157)     (158,406,508)   (7,968,625)    (84,589,739)
- --------------------------------------   -----------     -------------    ----------    ------------
Net change resulting from
  Institutional Shares Transactions        4,263,604     $  47,289,290     7,667,585    $ 82,098,333
- --------------------------------------   -----------     -------------    ----------    ------------
</TABLE>



<TABLE>
<CAPTION>
                                                   YEAR ENDED
                                                  MAY 31, 1994*
                                            -------------------------
      INSTITUTIONAL SERVICE SHARES           SHARES         DOLLARS
- ----------------------------------------    ---------     -----------
<S>                                         <C>           <C>
Shares sold                                   167,890     $ 1,815,637
- ----------------------------------------
Shares issued to shareholders electing
  to receive payment of dividends in
Trust shares                                    1,896          20,229
- ----------------------------------------
Shares redeemed                                (6,691)        (70,280)
- ----------------------------------------    ---------     -----------
Net change resulting from Institutional
Service Share Transactions                    163,095       1,765,586
- ----------------------------------------    ---------     -----------
Total net change resulting from Fund
Share Transactions                          4,426,699     $49,054,876
- ----------------------------------------    ---------     -----------
</TABLE>



* For the period from September 6, 1993 (date of initial public offering) to May
  31, 1994.



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES



ADVISORY FEE--Federated Management, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.40% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.



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



DISTRIBUTION AND SHAREHOLDER SERVICES FEES--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the
Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal
distributor, from the net assets of the Fund to finance activities intended to
result in the sale of the Fund'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.



Under the terms of a shareholder services agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets
for the Fund for the period. This fee is to obtain certain personal services for
shareholders and the maintenance of shareholder accounts. For the period ended
May 31, 1994, Institutional Shares did not incur a shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing for the Fund. The
FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.



INTERFUND TRANSACTIONS--During the period ended May 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds pursuant to Rule
17a-7 of the Investment Company Act of 1940 amounting to $83,650,000 and
$86,250,000, respectively. These purchases and sales were conducted on an arms
length basis and transacted for cash consideration only, at independent current
market prices and without brokerage commissions, fees or other remuneration.



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



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


(5) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended May 31, 1994 were as follows:



<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $75,083,665
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $20,359,093
- -------------------------------------------------------------------------------   -----------
</TABLE>




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


To the Shareholders and Board of Trustees of



INTERMEDIATE MUNICIPAL TRUST


(Intermediate Municipal Trust):



We have audited the accompanying statement of assets and liabilities of
Intermediate Municipal Trust (an investment portfolio of Intermediate Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of May 31, 1994, and the related statement of operations for the
year then ended, and the statements of changes in net assets, and the financial
highlights (see pages 2 and 17 of the prospectus) for the periods presented.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.



We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
May 31, 1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Intermediate Municipal Trust, an investment portfolio of Intermediate Municipal
Trust, as of May 31, 1994, the results of its operations for the year then
ended, and changes in its net assets and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.



                                                           ARTHUR ANDERSEN & CO.



Pittsburgh, Pennsylvania


July 11, 1994



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


<TABLE>
<S>             <C>                                          <C>
                Intermediate Municipal 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, L.L.P.           2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
                Arthur Andersen & Co.                        2100 One PPG Place
                                                             Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>

                                                INTERMEDIATE
                                                MUNICIPAL TRUST
                                                Institutional Service Shares

                                                Prospectus

                                                A No-Load, Open-End Diversified
                                                Management Investment Company

                                                July 31, 1994


LOGO
FEDERATED SECURITIES CORP.
Distributor

A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER
PITTSBURGH, PA  15222-3779


458810207
8061702A-ISS (7/94)


INTERMEDIATE MUNICIPAL TRUST
[FORMERLY, FEDERATED INTERMEDIATE MUNICIPAL TRUST]

INSTITUTIONAL SHARES
PROSPECTUS


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


The objective of the Fund is to provide current income exempt from federal
regular income tax. The Fund pursues this investment objective by investing in a
portfolio of municipal securities with a dollar-weighted average portfolio
maturity of not less than three or more than ten years.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


This prospectus contains the information you should read and know before you
invest in 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 July 31, 1994 with
the Securities and Exchange Commission. The information contained in the
Combined Statement of Additional Information is incorporated by reference in
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 July 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
     Average Maturity                                                          4
       Characteristics                                                         4
       Participation Interests                                                 4
       Variable Rate Municipal Securities                                      4
     When-Issued and Delayed
       Delivery Transactions                                                   5
     Temporary Investments                                                     5
  Municipal Securities                                                         5
  Investment Risks                                                             6
  Investment Limitations                                                       6

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

  Management of the Trust                                                      6
     Board of Trustees                                                         6
     Investment Adviser                                                        6

       Advisory Fees                                                           7

       Adviser's Background                                                    7
  Distribution of Institutional Shares                                         7
  Administration of the Fund                                                   7
     Administrative Services                                                   7

     Shareholder Services Plan                                                 8


     Other Payments to Financial Institutions  8


     Custodian                                                                 8


     Transfer Agent and
       Dividend Disbursing Agent                                               8

     Legal Counsel                                                             8
     Independent Public Accountants                                            8
  Expenses of the Fund and
     Institutional Shares                                                      8


NET ASSET VALUE                                                                9

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

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

  Share Purchases                                                              9
     By Wire                                                                   9

     By Mail                                                                  10


  Minimum Investment Required                                                 10


  What Shares Cost                                                            10

  Exchanging Securities for Fund Shares                                       10
  Subaccounting Services                                                      10

  Certificates and Confirmations                                              11


  Dividends                                                                   11


  Capital Gains                                                               11


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

  Telephone Redemption                                                        11

  Written Requests                                                            12


     Signatures                                                               12

     Receiving Payment                                                        12

  Accounts With Low Balances                                                  12



SHAREHOLDER INFORMATION                                                       13

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


  Voting Rights                                                               13


  Massachusetts Partnership Law                                               13


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

  Federal Income Tax                                                          13
  Pennsylvania Corporate and Personal
     Property Taxes                                                           14
  Other State and Local Taxes                                                 14


PERFORMANCE INFORMATION                                                       15

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

OTHER CLASSES OF SHARES                                                       15
- ------------------------------------------------------


FINANCIAL HIGHLIGHTS--
  INSTITUTIONAL SERVICE SHARES                                                16

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


FINANCIAL STATEMENTS                                                          17

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


NOTES TO FINANCIAL STATEMENTS                                                 34

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


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 38

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

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 Fees (as a percentage of amount redeemed, if applicable)........................     None
Exchange Fee...............................................................................     None
                           ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
                              (As a percentage of average net assets)
Management Fee (after waiver)(1)...........................................................    0.39%
12b-1 Fee..................................................................................     None
Total Other Expenses.......................................................................    0.22%
    Shareholder Services Fee(2)...................................................   0.00%
         Total Institutional Shares Operating Expenses(3)..................................    0.61%
</TABLE>



(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.



(2) The maximum shareholder services fee is 0.25%.



(3) The Total Institutional Shares Operating Expenses would have been 0.62%
absent the voluntary waiver of a portion of the management fee.



    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF INSTITUTIONAL SHARES 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 investment
  assuming (1) 5% annual return and (2) redemption at the end
  of each time period. ........................................   $  6       $20        $34        $ 76
</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 also offers another class of shares
called Institutional Service Shares. Institutional Service Shares and
Institutional Shares are subject to certain of the same expenses; however,
Institutional Service Shares are subject to a 12b-1 fee of up to .25%. See
"Other Classes of Shares."


INTERMEDIATE MUNICIPAL TRUST
INSTITUTIONAL SHARES

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


Reference is made to the Report of Independent Public Accountants on page 38.



<TABLE>
<CAPTION>
                                                                        YEAR ENDED MAY 31,
                                 ------------------------------------------------------------------------------------------------
                                 1994**       1993       1992       1991       1990       1989       1988       1987       1986*
                                 -------     -------    -------    -------    -------    -------    -------    -------    -------
<S>                              <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF
 PERIOD                          $ 10.74     $ 10.31    $ 10.09    $  9.84    $  9.81    $  9.81    $  9.83    $  9.97    $ 10.00
- -----------------------------
INCOME FROM INVESTMENT
  OPERATIONS
- -----------------------------
  Net investment income             0.52        0.56       0.59       0.63       0.64       0.64       0.62       0.58       0.29
- -----------------------------
  Net realized and unrealized
  gain (loss) on investments       (0.22)       0.43       0.22       0.25       0.03         --      (0.02)     (0.14)     (0.03)
- -----------------------------     ------      ------     ------     ------     ------     ------     ------     ------     ------
  Total from investment
    operations                      0.30        0.99       0.81       0.88       0.67       0.64       0.60       0.44       0.26
- -----------------------------
LESS DISTRIBUTIONS
- -----------------------------
  Dividends to shareholders
  from net
  investment income                (0.52)      (0.56)     (0.59)     (0.63)     (0.64)     (0.64)     (0.62)     (0.58)     (0.29)
- -----------------------------     ------      ------     ------     ------     ------     ------     ------     ------     ------
NET ASSET VALUE, END OF
  PERIOD                         $ 10.52     $ 10.74    $ 10.31    $ 10.09    $  9.84    $  9.81    $  9.81    $  9.83    $  9.97
- -----------------------------     ------      ------     ------     ------     ------     ------     ------     ------     ------
TOTAL RETURN***                     2.79%       9.80%      8.19%      9.22%      7.02%      6.77%      6.34%      4.25%      2.60%
- -----------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------
  Expenses                         0.61%       0.48%      0.47%      0.49%      0.50%      0.48%      0.49%      0.47%      .003%(a)
- -----------------------------
  Net investment income            4.82%       5.27%      5.73%      6.32%      6.49%      6.56%      6.25%      5.63%      6.46%(a)
- -----------------------------
  Expense
    waiver/reimbursement(b)        0.01%       0.14%      0.22%      0.30%      0.38%      0.39%      0.31%      0.27%      0.57%(a)
- -----------------------------
SUPPLEMENTAL DATA
- -----------------------------
  Net assets, end of period
    (000 omitted)                $302,663    $263,283   $173,702   $116,577   $95,738    $82,211    $91,195    $120,162    $3,450
- -----------------------------
  Portfolio turnover rate(c)           7%          3%         9%        43%        14%        25%       119%        81%        23%
- -----------------------------
</TABLE>


  * Reflects operations for the period from December 26, 1985 (date of initial
    public offering) through May 31, 1986. For the period from the start of
    business, October 15, 1985 to December 25, 1985, net investment income per
    share aggregating $0.108424 ($1,084) was distributed to an affiliate of the
    Trust's adviser. Such distribution represented the net income of the Trust
    prior to the initial public offering of the Trust shares which commenced
    December 26, 1985.


 ** 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.



(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).



(c) Represents portfolio turnover for the entire Fund.


(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 for the fiscal year ended May 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 May 31, 1985. The Declaration of Trust permits the Trust to offer
separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees (the "Trustees") have established two classes of shares of the 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, advisory, agency, custodial or
similar capacity as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio of municipal securities. Shares
are also designed for funds held by savings and other institutions,
corporations, trusts, brokers, investment counselors and insurance companies. A
minimum initial investment of $25,000 over a 90-day period is required. The Fund
may not be a suitable investment for retirement plans since it invests in
municipal securities.

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income exempt from
federal regular income tax. Interest income of the Fund that is exempt from
federal income tax retains its tax-free status when distributed to the Fund's
shareholders. The Fund pursues this investment objective by investing at least
80% of its net assets in a diversified portfolio of municipal securities with a
dollar-weighted average portfolio maturity of not less than three or more than
ten years. 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. The investment objective and the policy stated above cannot
be changed without approval of shareholders.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS. The municipal securities in which the Fund invests are:


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


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

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



The prices of fixed income securities fluctuate inversely to the direction of
interest rates.


AVERAGE MATURITY. The dollar-weighted average portfolio maturity of the Fund's
portfolio of municipal securities will not be less than three years or more than
ten years. For purposes of determining the dollar-weighted average portfolio
maturity of the Fund's portfolio, the maturity of a municipal security will be
its ultimate maturity, unless it is probable that the issuer of the security
will take advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on which
it is probable that the security will be called, refunded, or redeemed. If the
municipal security includes the right to demand payment, the maturity of the
security for purposes of determining the Fund's dollar-weighted average
portfolio maturity will be the period remaining until the principal amount of
the security can be recovered by exercising the right to demand payment.

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

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

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

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


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


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

     - unrated if determined to be of equivalent quality to one of the foregoing
       rating categories by the Fund's investment adviser.

     A description of the ratings categories is contained in the Appendix to the
     Combined Statement of Additional Information.


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



     VARIABLE RATE MUNICIPAL SECURITIES. Some of the municipal securities which
     the Fund purchases may have variable interest rates. Variable interest
     rates are ordinarily stated as a percentage of a published interest rate,
     interest rate index, or some similar standard, such as the 91-day U.S.
     Treasury bill rate. Variable interest rates are adjusted on a periodic

     basis, e.g., every 30


     days. The Fund will consider this adjustment period to be the maturity of
     the security for purposes of determining the weighted average maturity of
     the portfolio.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase and sell
municipal securities on a when-issued or delayed delivery basis. These
transactions are arrangements in which the Fund purchases or sells 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, not for investment leverage. In when-issued and delayed delivery
transactions, the Fund relies on the buyer or 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.

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

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

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

MUNICIPAL SECURITIES

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

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


The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against



the general revenues of a municipality or public authority. Industrial
development bonds are typically classified as revenue bonds.

INVESTMENT RISKS

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

INVESTMENT LIMITATIONS

The Fund will not:

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

     - invest more than 5% of its total assets in purchases of industrial
       development bonds, the principal and interest of which are paid by a
       company which has an operating history of less than three years; or

     - with respect to securities comprising 75% of its assets, invest more than
       5% of its total assets in securities of one issuer (except cash and cash
       items, and U.S. government obligations).

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

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 restricted securities determined by the
       Board of Trustees to be illiquid.

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 (the "Adviser"), subject to direction
by the Trustees. The Adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments, for which it receives an annual fee from the Fund.



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


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


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


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

DISTRIBUTION OF INSTITUTIONAL SHARES

Federated Securities Corp. is the principal distributor for Institutional
Shares. 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 (the "Federated Funds") as
specified below:



<TABLE>
<CAPTION>
           MAXIMUM                    AVERAGE AGGREGATE DAILY NET
      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.



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.



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



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Pittsburgh Pennsylvania, with offices in Boston, Massachusetts, 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, L.L.P., Washington,
D.C.


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

EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

Holders of Shares pay their allocable portion of Fund and Trust expenses.



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


The Fund expenses for which holders of Shares pay their allocable portion
include, but are not limited to: registering the Fund and Shares of the Fund;
investment advisory services; taxes and commissions; custodian fees; insurance
premiums; auditors' fees; and such non-recurring and extraordinary items as may
arise.


At present, no expenses are allocated to the Shares as a class. However, the
Trustees reserve the right to allocate certain other expenses to the holders of
Shares as it deems appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; printing and postage
expenses related to preparing and distributing materials such as shareholder
reports, prospectuses and proxies to current shareholders; registration fees
paid to the Securities and Exchange Commission and state securities commissions;
expenses related to administrative personnel and services as required to support
holders of Shares; legal fees relating solely to Shares; and Trustees' fees
incurred as a result of issues relating solely to Shares.


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 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 number of Shares outstanding. The net asset value for
Shares may differ from that of Institutional Service Shares due to the variance
in daily net income realized by each class. Such variance will reflect only
accrued net income to which the shareholders of a particular class are entitled.

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Wire System are open for business. Shares may be purchased either by
wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp. and
obtain a master account number. 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. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Intermediate Municipal Trust - Institutional
Shares; Fund Number (this



number can be found on the account statement or by contacting the Fund); Group
Number or Wire Order Number; Nominee or Institution Name; and ABA 011000028.
Shares cannot be purchased on days on which the New York Stock Exchange is
closed and federal holidays restricting wire transfers.



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


MINIMUM INVESTMENT REQUIRED

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


The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the 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; or (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 municipal 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. Shareholders 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 to beneficial owners 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 of record. 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 State Street Bank. If the order for
Shares and payment by wire are received on the same day, Shares begin earning
dividends on the next business day. Shares purchased by check begin earning
dividends on the business day after the check is converted, upon instruction of
the transfer agent, into federal funds. Dividends are automatically reinvested
on payment dates in additional Shares unless cash payments are requested by
contacting the Fund.


CAPITAL GAINS

Distributions of net realized long-term capital gains realized by the Fund, if
any, will be made at least once every twelve 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.
(Eastern time). The proceeds will normally be wired the following business day,
but in no event more than seven days, to the shareholder's account at a domestic
commercial bank that is a member of the Federal Reserve System. If at any time,
the 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 and class of shares' 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 , 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 Savings Association Insurance Fund, which is administered by the FDIC;
       or


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

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

The Fund and 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 7 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 of record
if the account balance falls below a required minimum value of $25,000 due to
Shareholder redemptions. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the 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 Trust shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the outstanding shares of the
Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect
shareholders of the Fund, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of its shareholders for acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument 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 on behalf
of the Fund. Therefore, financial loss resulting from liability as a shareholder
of the Fund will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them from the assets of the
Fund.

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

FEDERAL INCOME TAX


The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code of 1986, as amended, applicable to regulated
investment companies and to receive the special tax treatment afforded to such
companies. The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.



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



The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.


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


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

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

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

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

     - 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.

OTHER STATE AND LOCAL TAXES

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


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

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

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 tax-equivalent yield of Shares is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that Shares would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.


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

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


From time to time, the Fund may advertise the performance of shares using
certain financial publications and/or compare its performance 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 and are subject to a minimum initial investment of $25,000.

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

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


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


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



INTERMEDIATE MUNICIPAL TRUST


INSTITUTIONAL SERVICE SHARES



FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 38.



<TABLE>
<CAPTION>
                                                                                      YEAR ENDED
                                                                                        MAY 31,
                                                                                         1994*
                                                                                      -----------
<S>                                                                                   <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                    $ 11.00
- ---------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------------
    Net investment income                                                                  0.36
- ---------------------------------------------------------------------------------
    Net realized and unrealized gain (loss) on investments                                (0.48)
- ---------------------------------------------------------------------------------      --------
    Total from investment operations                                                      (0.12)
- ---------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------------
    Dividends to shareholders from net investment income                                  (0.36)
- ---------------------------------------------------------------------------------      --------
NET ASSET VALUE, END OF PERIOD                                                          $ 10.52
- ---------------------------------------------------------------------------------      --------
TOTAL RETURN**                                                                            (1.10%)
- ---------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------
  Expenses                                                                                 0.89%(a)
- ---------------------------------------------------------------------------------
  Net investment income                                                                    4.66%(a)
- ---------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                         0.14%(a)
- ---------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                $1,715
- ---------------------------------------------------------------------------------
  Portfolio turnover rate (c)                                                                 7%
- ---------------------------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from September 6, 1993 (date of initial
public offering) to
   May 31, 1994.



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



(a) Computed on an annualized basis.



(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).



(c) Represents portfolio turnover for the entire Fund.



(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 for the fiscal year ended May 31, 1994, which can be obtained free
of charge.



INTERMEDIATE MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS


MAY 31, 1994

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--98.2%
- ---------------------------------------------------------------------
               ALABAMA--2.1%
               ------------------------------------------------------
$2,500,000     Alabama Public School & College Authority, 4.625%
               Refunding Bonds (Series 1993)/(Original Issue Yield:
               4.77%), 12/1/2002                                           Aa       $  2,380,775
               ------------------------------------------------------
 1,500,000     Alabama Water Pollution Control Authority, 6.35% State
               Revolving Fund Loan Bonds (Series 1991)/ (AMBAC
               Insured), 8/15/2001                                        AAA          1,602,420
               ------------------------------------------------------
 2,250,000     Birmingham, AL, Medical Center, 10.00% Hospital
               Revenue Bonds (Prerefunded), 7/1/95 (@102)                 AAA          2,437,223
               ------------------------------------------------------               ------------
               Total                                                                   6,420,418
               ------------------------------------------------------               ------------
</TABLE>



<TABLE>
<C>            <S>                                                      <C>         <C>
               ARIZONA--8.5%
               ------------------------------------------------------
 1,000,000     Arizona State Department of Transportation, 5.50%
               Revenue Bonds (Series 1992B)/(Original Issue Yield:
               5.60%)/(AMBAC Insured), 7/1/2002                           Aaa          1,022,190
               ------------------------------------------------------
 1,500,000     Maricopa County, AZ, 8.20% Revenue Bonds
               (MBIA Insured), 12/1/96                                    Aaa          1,616,130
               ------------------------------------------------------
 1,000,000     Mesa, AZ, 7.125% GO Bonds, 7/1/99                           A1          1,072,720
               ------------------------------------------------------
 5,000,000     Phoenix, AZ, 4.90% GO Bonds (Series 1993A)/(Original
               Issue Yield: 4.95%), 7/1/2002                              AA+          4,921,200
               ------------------------------------------------------
 1,500,000     Phoenix, AZ, 7.40% GO Bonds (Series A), 7/1/2000           AA+          1,689,240
               ------------------------------------------------------
 2,900,000     Pima County, AZ, Tucson Unified School District #1,
               4.80% School Improvement Bonds (Series
               1993E)/(Original Issue Yield: 4.90%)/(FGIC Insured),
               7/1/2003                                                   AAA          2,781,245
               ------------------------------------------------------
 3,000,000     Salt River Project, AZ, 4.75% Electric System Revenue
               Bonds (Original Issue Yield: 4.85%), 1/1/2003               AA          2,849,520
               ------------------------------------------------------
 2,500,000     Salt River Project, AZ, 5.20% Power Supply Revenue
               Bonds (Original Issue Yield: 5.25%), 1/1/2002               AA          2,490,600
               ------------------------------------------------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               ARIZONA--CONTINUED
               ------------------------------------------------------
$2,000,000     Salt River Project, AZ, 5.30% Power Supply Revenue
               Bonds (Original Issue Yield: 5.35%), 1/1/2003               AA       $  1,993,080
               ------------------------------------------------------
 5,000,000     Salt River Project, AZ, 7.10% Electric System Revenue
               Bonds, 1/1/2000                                             AA          5,415,450
               ------------------------------------------------------               ------------
               Total                                                                  25,851,375
               ------------------------------------------------------               ------------
               ARKANSAS--2.2%
               ------------------------------------------------------
 4,000,000     North Little Rock, AR, 9.50% Hydro-Electric Revenue
               Bonds (Prerefunded), 7/1/95 (@103)                         Aaa          4,350,640
               ------------------------------------------------------
 2,300,000     Pulaski County, AR, Health Facility Board, 5.60%
               Revenue Bonds (St. Vincent Infirmary, Sisters of
               Charity of Nazareth Health)/(Original Issue Yield:
               5.70%)/ (MBIA Insured), 11/1/2002                          Aaa          2,354,073
               ------------------------------------------------------               ------------
               Total                                                                   6,704,713
               ------------------------------------------------------               ------------
               CALIFORNIA--4.0%
               ------------------------------------------------------
 2,250,000     California State Veterans Affairs, 7.80% GO Bonds
               (Series AV), 10/1/2000                                      A           2,563,290
               ------------------------------------------------------
 2,000,000     Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 2/1/2001                      AA          2,404,580
               ------------------------------------------------------
 1,800,000     Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 6/1/2000                      AA          2,144,610
               ------------------------------------------------------
 1,875,000     Los Angeles, CA, Department of Water & Power, 9.00%
               Electric Plant Revenue Bonds, 6/1/2001                      AA          2,270,231
               ------------------------------------------------------
 2,500,000     Northern California Power Agency, 9.50% Revenue Bonds
               (Prerefunded), 7/1/95 (@102)                               Aaa          2,696,575
               ------------------------------------------------------               ------------
               Total                                                                  12,079,286
               ------------------------------------------------------               ------------
               DELAWARE--0.3%
               ------------------------------------------------------
 1,000,000     Delaware State, 5.20% GO Bonds (Series 1992B),
               7/1/2002                                                    Aa          1,008,480
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               FLORIDA--5.9%
               ------------------------------------------------------
$3,000,000     Dade County, FL, 10.00% Solid Waste Revenue Bonds
               (Prerefunded), 10/1/95 (@102)                              Aaa       $  3,290,100
               ------------------------------------------------------
 3,000,000     Florida State Board of Education, 6.00% UT GO Capital
               Outlay Bonds (Series 1991B), 6/1/2001                       AA          3,178,980
               ------------------------------------------------------
 2,000,000     Florida State Board of Education, 6.25% Public
               Education Capital Outlay Bonds (Series 1991C),
               6/1/2001                                                    AA          2,147,340
               ------------------------------------------------------
 5,500,000     Jacksonville, FL, Electric Authority, 6.70% Electric
               Revenue Bonds (St. John's River Park Power Project),
               10/1/99                                                     AA          5,768,785
               ------------------------------------------------------
 1,000,000     Miami Beach, FL, HFDA, 5.60% Revenue Bonds (Mount
               Sinai Medical Center)/(Original Issue Yield: 5.65%)/
               (Capital Guaranty), 11/15/2002                             Aaa          1,037,440
               ------------------------------------------------------
 1,500,000     Orlando, FL, Utilities Commission, 5.40% Revenue Bonds
               (Series 1992)/(Original Issue Yield: 5.50%), 10/1/2002     Aa1          1,525,035
               ------------------------------------------------------
 1,050,000     Plantation, FL, Water & Sewer Authority, 8.70% Revenue
               Bonds (MBIA Insured)/(ETM), 3/1/96                         Aaa          1,130,462
               ------------------------------------------------------               ------------
               Total                                                                  18,078,142
               ------------------------------------------------------               ------------
               GEORGIA--4.3%
               ------------------------------------------------------
 2,000,000     Georgia Municipal Electric Authority, 6.50% Power
               Supply Revenue Bonds (Series U), 1/1/2000                   AA          2,131,440
               ------------------------------------------------------
 1,000,000     Georgia Municipal Electric Authority, 6.60% Power
               Supply Revenue Bonds (Series U), 1/1/2001                   AA          1,075,420
               ------------------------------------------------------
 4,095,000     Georgia Private Colleges & Universities Authority,
               5.60% Revenue Bonds (Series 1992C)/(Emory University
               Project), 10/1/2001                                         AA          4,228,743
               ------------------------------------------------------
 5,000,000     Georgia State, 7.70% GO Bonds, 2/1/2001                    AA+          5,769,100
               ------------------------------------------------------               ------------
               Total                                                                  13,204,703
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               HAWAII--4.7%
               ------------------------------------------------------
$3,000,000     City & County of Honolulu, HI, 6.30% GO Bonds
               (Series 1991A), 8/1/2001                                    AA       $  3,206,160
               ------------------------------------------------------
 2,000,000     Hawaii State, 5.00% GO Bonds (Series CC), 2/1/2003          AA          1,970,860
               ------------------------------------------------------
 1,000,000     Hawaii State, 5.85% GO Bonds (Series 1991BU)/
               (Original Issue Yield: 5.95%), 11/1/2001                    AA          1,049,560
               ------------------------------------------------------
 2,000,000     Hawaii State, 6.25% GO Bonds (Series 1992BZ),
               10/1/2002                                                   AA          2,148,760
               ------------------------------------------------------
 5,000,000     Hawaii State, 8.00% GO Bonds (Series 1991BT), 2/1/2001      AA          5,828,700
               ------------------------------------------------------               ------------
               Total                                                                  14,204,040
               ------------------------------------------------------               ------------
               ILLINOIS--6.4%
               ------------------------------------------------------
 1,930,000     Chicago, IL, 5.00% GO Bonds (Series 1993A)/(Original
               Issue Yield: 5.05%)/(MBIA Insured), 1/1/2003               AAA          1,878,720
               ------------------------------------------------------
 2,000,000     Chicago, IL, School Finance Authority, 8.00% Revenue
               Bonds (FGIC Insured), 6/1/97                               Aaa          2,118,140
               ------------------------------------------------------
 3,000,000     Du Page, IL, Water Commission, 6.05% GO Water
               Refunding Bonds (Du Page, Cook & Will Counties)/
               (Series 1992), 3/1/2002                                    Aaa          3,166,530
               ------------------------------------------------------
 3,000,000     Illinois Municipal Electric Agency, Power Supply
               System, 6.20% Revenue Bonds (Series 1991A)/(AMBAC
               Insured), 2/1/2001                                         AAA          3,173,850
               ------------------------------------------------------
 1,840,000     Illinois State Highway Authority, 9.125% Revenue Bonds
               (Northern Illinois Toll Highway)/(Prerefunded), 1/1/96
               (@102)                                                     AAA          2,014,432
               ------------------------------------------------------
 4,000,000     Illinois State Sales Tax Revenue Bonds, 4.75%
               (Original Issue Yield: 5.05%), 6/15/2002                   AAA          3,834,640
               ------------------------------------------------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               ILLINOIS--CONTINUED
               ------------------------------------------------------
$1,300,000     Illinois State Toll Highway Authority, 4.75% Priority
               Revenue Bonds (Series A)/(Original Issue Yield:
               5.00%), 1/1/2003                                            A        $  1,224,600
               ------------------------------------------------------
 2,000,000     University of Illinois Board of Trustees, 6.40%
               Auxiliary Facilities System, Revenue Bonds, (Series
               1991), 4/1/2001                                             AA          2,148,240
               ------------------------------------------------------               ------------
               Total                                                                  19,559,152
               ------------------------------------------------------               ------------
               MARYLAND--0.3%
               ------------------------------------------------------
 1,000,000     University of Maryland, 5.80% Tuition Revenue Bonds
               (Series A)/(System Auxiliary Facility), 2/1/2002            Aa          1,045,810
               ------------------------------------------------------               ------------
               MICHIGAN--4.5%
               ------------------------------------------------------
 4,500,000     Detroit, MI, School District, 4.85% UT GO Bonds
               (Q-SBLF Program)/(Original Issue Yield: 4.95%),
               5/1/2004                                                   AA-          4,216,275
               ------------------------------------------------------
 1,250,000     Jackson County, MI, Hospital Finance Authority, 4.80%
               Revenue Bonds (Series A)/(Original Issue Yield:
               4.90%)/ (FGIC Insured), 6/1/2005                           AAA          1,159,950
               ------------------------------------------------------
 5,750,000     Michigan Municipal Bond Authority, Zero Coupon Capital
               Appreciation Revenue Bonds (Series 1991A)/(Local
               Government Loan Program)/(Original Issue Yield:
               6.35%)/ (FGIC Insured), 12/1/2000                          AAA          4,071,920
               ------------------------------------------------------
 2,000,000     Michigan State Building Authority, 6.25% Revenue Bonds
               (Series II)/(AMBAC Insured), 10/1/2000                     AAA          2,137,460
               ------------------------------------------------------
 1,000,000     Michigan State Hospital Finance Authority, 5.50%
               Revenue Bonds (Series 1992A)/(Henry Ford Health
               System)/ (Original Issue Yield: 5.55%), 9/1/2001            Aa          1,016,630
               ------------------------------------------------------
 1,000,000     Royal Oak, MI, Hospital Finance Authority, 7.40%
               Hospital Revenue Bonds (William Beaumont Hospital),
               1/1/2000                                                    Aa          1,081,510
               ------------------------------------------------------               ------------
               Total                                                                  13,683,745
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               NEBRASKA--1.1%
               ------------------------------------------------------
$2,500,000     Omaha, NE, Public Power District Electric System,
               5.00% Revenue Bonds (Series 1993), 2/1/2003                 AA       $  2,451,625
               ------------------------------------------------------
 1,000,000     Omaha, NE, Public Power District Nebraska Electric,
               4.70% Revenue Bonds (Series D), 2/1/2003                    AA            949,990
               ------------------------------------------------------               ------------
               Total                                                                   3,401,615
               ------------------------------------------------------               ------------
               NEVADA--0.4%
               ------------------------------------------------------
 1,000,000     Clark County, NV, 9.75% LT GO School Improvement Bonds
               (MBIA Insured), 6/1/2000                                   AAA          1,240,690
               ------------------------------------------------------               ------------
               NEW HAMPSHIRE--0.9%
               ------------------------------------------------------
 2,555,000     New Hampshire State, 6.40% GO Bonds
               (Series 1991A), 6/15/2001                                   AA          2,768,138
               ------------------------------------------------------               ------------
               NEW YORK--3.5%
               ------------------------------------------------------
 1,500,000     Municipal Assistance Corp. of New York, 6.60% Revenue
               Bonds (Series 62), 7/1/2000                                AA-          1,607,280
               ------------------------------------------------------
 2,000,000     Municipal Assistance Corp. of New York, 7.00%
               Resolution Revenue Bonds, 7/1/97                           AA-          2,143,540
               ------------------------------------------------------
 2,000,000     New York City, NY, Water & Sewer Finance Authority,
               5.00% Revenue Bonds (Series B)/(Original Issue Yield:
               5.10%), 6/15/2003                                           A-          1,934,980
               ------------------------------------------------------
 2,550,000     New York State Power Authority, 5.90% Revenue and
               General Purpose Bonds, 1/1/2002                             Aa          2,675,205
               ------------------------------------------------------
 1,000,000     New York State Urban Development Corp., 9.20% Revenue
               Bonds (Prerefunded), 1/1/96 (@102)                         Aaa          1,097,570
               ------------------------------------------------------
 1,000,000     Triborough Bridge & Tunnel Authority, NY, 6.625%
               General Purpose Revenue Bonds (Series S), 1/1/2001          A+          1,084,900
               ------------------------------------------------------               ------------
               Total                                                                  10,543,475
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               NORTH CAROLINA--6.5%
               ------------------------------------------------------
$3,355,000     Charlotte-Mecklenburg Hospital Authority, NC, 5.90%
               Health Care System Revenue Bonds (Original Issue
               Yield: 5.95%), 1/1/2002                                     Aa       $  3,422,536
               ------------------------------------------------------
 4,225,000     North Carolina Eastern Municipal Power, 5.125% Revenue
               Bonds (Series C)/(Original Issue Yield: 5.25%),
               1/1/2003                                                    A-          4,086,673
               ------------------------------------------------------
 2,000,000     North Carolina Eastern Municipal Power, 5.25% Revenue
               Bonds (Series C)/(Original Issue Yield: 5.40%),
               1/1/2004                                                    A-          1,931,280
               ------------------------------------------------------
 5,000,000     North Carolina Municipal Power Agency, 5.90% Revenue
               Bonds (Catawba Electric)/(Original Issue Yield:
               5.95%), 1/1/2003                                            A           5,090,600
               ------------------------------------------------------
 5,020,000     North Carolina Municipal Power Agency, 6.00% Revenue
               Bonds (Catawba Electric)/(Original Issue Yield:
               6.05%), 1/1/2004                                            A           5,216,081
               ------------------------------------------------------               ------------
               Total                                                                  19,747,170
               ------------------------------------------------------               ------------
               OHIO--3.4%
               ------------------------------------------------------
 1,450,000     Columbus, OH, 5.00% GO Various Purpose UT Bonds
               (Series 1993I), 9/15/2002                                  Aa1          1,443,083
               ------------------------------------------------------
 1,330,000     Franklin County, OH, 5.30% Hospital Facility Revenue
               Bonds (Series 1993A)/(Riverside United Methodist
               Hospital)/(Original Issue Yield: 5.40%), 5/15/2002          NR          1,291,350
               ------------------------------------------------------
 2,500,000     Hamilton County, OH, Sewer System, 6.20%
               Improvement & Refunding Revenue Bonds
               (Series 1991A)/(Metropolitan Sewer District of
               Greater Cincinnati), 12/1/2000                             AA-          2,666,150
               ------------------------------------------------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               OHIO--CONTINUED
               ------------------------------------------------------
$1,400,000     Montgomery County, OH, 6.20% Revenue Bonds
               (Series 1991A)/(Sisters of Charity Healthcare
               Systems, Inc.)/(MBIA Insured), 5/15/2001                   AAA       $  1,493,394
               ------------------------------------------------------
 3,000,000     Ohio State Building Authority, 9.625% Revenue Bonds
               (Prerefunded), 10/1/95 (@103)                              Aaa          3,304,530
               ------------------------------------------------------               ------------
               Total                                                                  10,198,507
               ------------------------------------------------------               ------------
               OKLAHOMA--0.7%
               ------------------------------------------------------
 2,000,000     Tulsa, OK, 5.15% GO Refunding Bonds, 6/1/2003               AA          1,984,380
               ------------------------------------------------------               ------------
               PENNSYLVANIA--4.8%
               ------------------------------------------------------
 1,000,000     Allegheny County, PA, HDA, 5.50% Revenue Bonds
               (Presbyterian University Health System)/(Original
               Issue Yield: 5.60%)/(MBIA Insured), 11/1/2002              Aaa          1,016,100
               ------------------------------------------------------
 1,500,000     Allegheny County, PA, HDA, 6.875% Revenue Bonds (Mercy
               Hospital of Pittsburgh)/(BIGI Insured), 10/1/99            Aaa          1,595,340
               ------------------------------------------------------
 1,500,000     Pennsylvania Infrastructure Investment Authority,
               6.15% Revenue Bonds (Series 1990B)/(Pennvest Loan Pool
               Program), 9/1/2001                                          AA          1,590,030
               ------------------------------------------------------
 8,000,000     Philadelphia, PA, 5.00% Water and Wastewater
               Revenue Bonds (Original Issue Yield: 5.25%)/
               (CGIC Insured), 6/15/2002                                  AAA          7,890,560
               ------------------------------------------------------
 1,475,000     Washington County, PA, Hospital Authority, 5.50%
               Revenue Bonds (Shadyside Hospital)/(Original Issue
               Yield: 5.60%)/(AMBAC Insured), 12/15/2001                  Aaa          1,516,153
               ------------------------------------------------------
 1,155,000     Westmoreland County, PA, 4.70% GO Refunding Bonds
               (Series D)/(MBIA Insured), 8/1/2002                        AAA          1,127,384
               ------------------------------------------------------               ------------
               Total                                                                  14,735,567
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               SOUTH CAROLINA--3.3%
               ------------------------------------------------------
$1,290,000     Charleston, SC, Waterworks & Sewer System, 9.625%
               Revenue Bonds, (Prerefunded), 1/1/96 (@102)                AAA       $  1,422,083
               ------------------------------------------------------
   730,000     Columbia, SC, Waterworks & Sewer System, 6.40%
               Revenue Bonds, 2/1/2001                                     AA            782,998
               ------------------------------------------------------
 4,270,000     Columbia, SC, Waterworks & Sewer System, 6.40%
               Revenue Bonds, 2/2/2001                                     AA          4,587,474
               ------------------------------------------------------
 3,000,000     South Carolina Public Service Authority, 9.50%
               Electric Revenue Bonds (Prerefunded), 7/1/95 (@103)        Aaa          3,262,980
               ------------------------------------------------------               ------------
               Total                                                                  10,055,535
               ------------------------------------------------------               ------------
               TENNESSEE--2.7%
               ------------------------------------------------------
 2,000,000     Knox County, TN, 4.80% UT GO Bonds (Original Issue
               Yield: 4.85%), 3/1/2003                                     AA          1,920,380
               ------------------------------------------------------
 2,000,000     Memphis, TN, 4.90% Water Division Revenue Refunding
               Bonds (Series 1993), 1/1/2003                               AA          1,943,960
               ------------------------------------------------------
 3,000,000     Memphis, TN, 5.625% Electric System Revenue Bonds,
               1/1/2002                                                    Aa          3,107,400
               ------------------------------------------------------
 1,065,000     Metropolitan Government of Nashville & Davidson
               County, TN, 5.85% Health & Educational Facilities
               Board Revenue Bonds (Series 1991B)/(The Vanderbilt
               University)/(Original Issue Yield: 5.95%), 10/1/2001        AA          1,116,589
               ------------------------------------------------------               ------------
               Total                                                                   8,088,329
               ------------------------------------------------------               ------------
               TEXAS--16.4%
               ------------------------------------------------------
 1,000,000     Canyon, TX, ISD, 8.20% GO Bonds (MBIA Insured),
               2/15/96                                                    Aaa          1,066,600
               ------------------------------------------------------
 5,000,000     Central Texas Higher Education Authority, 4.85%
               (Series C), 12/1/2002                                       Aa          4,778,400
               ------------------------------------------------------
 2,000,000     Dallas County, TX, 8.75% UT GO Bonds, 1/10/96              Aaa          2,146,080
               ------------------------------------------------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               TEXAS--CONTINUED
               ------------------------------------------------------
$1,755,000     Dallas, Denton & Collins Townships, TX, Waterworks &
               Sewer System, 6.60% Revenue Bonds, 4/1/2000                 Aa       $  1,872,655
               ------------------------------------------------------
 1,000,000     Dallas, Denton & Collins Townships, TX, Waterworks &
               Sewer System, 9.50% Revenue Bonds, 10/1/98                  Aa          1,119,430
               ------------------------------------------------------
 4,000,000     Garland, TX, 5.80% UT GO Bonds (Dallas County)/
               (Original Issue Yield: 5.90%), 8/15/2001                    Aa          4,149,640
               ------------------------------------------------------
 3,000,000     Houston, TX, ISD, 5.40% LT Schoolhouse Refunding Bonds
               (Permanent School Fund Guaranty), 8/15/2001                Aaa          3,062,520
               ------------------------------------------------------
 4,500,000     Houston, TX, ISD, 8.375% LT Schoolhouse Bonds
               (Series 1991), 8/15/2000                                   AAA          5,274,990
               ------------------------------------------------------
 2,500,000     San Antonio, TX, 6.00% Water System Revenue Refunding
               Bonds (Series 1992)/(Original Issue Yield: 6.15%)/
               (FGIC Insured), 5/15/2001                                  Aaa          2,619,850
               ------------------------------------------------------
 1,475,000     San Antonio, TX, 8.625% GO Bonds, 8/1/2000                  AA          1,752,123
               ------------------------------------------------------
 2,000,000     San Antonio, TX, Electric & Gas System, 5.30% Revenue
               Bonds, 2/1/2002                                             Aa          2,008,580
               ------------------------------------------------------
 2,000,000     San Antonio, TX, Electric & Gas System, 7.00% Revenue
               Bonds, 2/1/99                                               Aa          2,157,560
               ------------------------------------------------------
 1,650,000     San Antonio, TX, Electric & Gas System, 9.90% Revenue
               Bonds, 2/1/98                                               Aa          1,924,213
               ------------------------------------------------------
 6,370,000     Socorro, TX, ISD, 6.25% UT GO Refunding Bonds (Series
               1991A)/(Permanent School Fund Guaranty)/ (Original
               Issue Yield: 6.30%), 8/15/2001                             AAA          6,770,992
               ------------------------------------------------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               TEXAS--CONTINUED
               ------------------------------------------------------
$3,000,000     Texas State Public Property Finance Corp., 5.10%
               Acquisition and Refunding Revenue Bonds (Series 1993)/
               (Mental Health and Mental Retardation Center)/ (CGIC
               Insured), 9/1/2003                                         AAA       $  2,919,990
               ------------------------------------------------------
 6,000,000     Texas Water Development Board, 5.80% Revenue Bonds
               (Series 1992)/(Original Issue Yield: 5.90%), 7/15/2002      Aa          6,223,560
               ------------------------------------------------------               ------------
               Total                                                                  49,847,183
               ------------------------------------------------------               ------------
               UTAH--2.3%
               ------------------------------------------------------
 5,000,000     Intermountain Power Agency, 4.80% Power Supply Revenue
               Bonds (Series 1993C), 7/1/2003                              AA          4,793,500
               ------------------------------------------------------
 2,000,000     Intermountain Power Agency, 7.20% Power Supply Revenue
               Bonds, 7/1/99                                               AA          2,185,500
               ------------------------------------------------------               ------------
               Total                                                                   6,979,000
               ------------------------------------------------------               ------------
               VERMONT--0.4%
               ------------------------------------------------------
 1,000,000     Vermont State, 5.80% GO Bonds (Series 1992A)/(Original
               Issue Yield: 5.934%), 2/1/2002                              Aa          1,050,350
               ------------------------------------------------------               ------------
               VIRGINIA--4.0%
               ------------------------------------------------------
 2,025,000     Newport News, VA, 5.40% General Improvement GO
               Refunding Bonds (Series 1992B), 7/1/2002                    Aa          2,060,701
               ------------------------------------------------------
 6,000,000     Norfolk, VA, 5.00% GO Capital Improvement and
               Refunding Bonds, 2/1/2003                                   Aa          5,904,360
               ------------------------------------------------------
 1,995,000     Virginia Beach, VA, 6.30% GO Bonds, 3/1/2000                AA          2,131,239
               ------------------------------------------------------
 1,995,000     Virginia Beach, VA, 6.30% GO Bonds, 3/1/2001                AA          2,141,832
               ------------------------------------------------------               ------------
               Total                                                                  12,238,132
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
               WASHINGTON--3.8%
               ------------------------------------------------------
$1,020,000     Seattle, WA, 6.00% LT GO Refunding Bonds (Series B),
               3/1/2002                                                   AA+       $  1,074,733
               ------------------------------------------------------
 2,000,000     Snohomish County, WA, School District #6, 5.45% GO
               Bonds (FGIC Insured), 12/1/2005                            AAA          1,981,480
               ------------------------------------------------------
 4,000,000     Washington State Suburban Sanitation District, 4.40%
               GO Bonds (Original Issue Yield: 4.50%), 6/1/2004            AA          3,613,440
               ------------------------------------------------------
 2,000,000     Washington State, 5.60% GO Motor Vehicle Fuel Tax
               Refund Bonds (Series D), 9/1/2001                           Aa          2,067,140
               ------------------------------------------------------
 2,570,000     Washington State, 6.60% UT GO Bonds (Series A),
               2/1/2002                                                    Aa          2,799,938
               ------------------------------------------------------               ------------
               Total                                                                  11,536,731
               ------------------------------------------------------               ------------
               WISCONSIN--0.8%
               ------------------------------------------------------
 2,500,000     Wisconsin State, 5.20% GO Bonds (Original Issue Yield:
               5.30%), 11/1/2002                                           Aa          2,521,925
               ------------------------------------------------------               ------------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST $292,646,721)                                        298,776,591
               ------------------------------------------------------               ------------
</TABLE>




INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                         CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
  AMOUNT                                                                OR S&P*        VALUE
- ----------     ------------------------------------------------------   --------    ------------
<C>            <S>                                                      <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--0.2%
- ---------------------------------------------------------------------
               PUERTO RICO--0.0%
               ------------------------------------------------------
$  150,000     Government Development Bank of Puerto Rico Weekly
               VRDNs (Credit Suisse and Sumitomo Bank Ltd. LOCs)          A-1       $    150,000
               ------------------------------------------------------
               TEXAS--0.2%
               ------------------------------------------------------
   500,000     Houston, TX, HFDC Daily VRDNs (Methodist Hospital
               Guaranty)                                                  A-1+           500,000
               ------------------------------------------------------               ------------
               TOTAL SHORT-TERM MUNICIPAL SECURITIES                                $    650,000
               ------------------------------------------------------               ------------
               TOTAL MUNICIPAL SECURITIES
               (IDENTIFIED COST $293,296,721)                                       $299,426,591+
               ------------------------------------------------------               ------------
</TABLE>



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



+ The cost of investments for federal tax purposes amounts to $293,296,721. The
  net unrealized appreciation of investments on a federal tax basis amounts to
  $6,129,870 which is comprised of $9,540,662 appreciation and $3,410,792
  depreciation at May 31, 1994.



Note: The categories of investments are shown as a percentage of net assets
($304,378,407) at
      May 31, 1994.




INTERMEDIATE MUNICIPAL TRUST

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


The following abbreviations are used in this portfolio:



<TABLE>
<S>      <C>
AMBAC    -- American Municipal Bond Assurance Corporation
BIGI     -- Bond Investors Guaranty Inc.
CGIC     -- Capital Guaranty Insurance Corporation
ETM      -- Escrowed to Maturity
FGIC     -- Financial Guaranty Insurance Company
GO       -- General Obligation
HDA      -- Hospital Development Authority
HFDA     -- Health Facility Development Authority
HFDC     -- Health Facility Development Corporation
ISD      -- Independent School District
LOCs     -- Letters of Credit
LT       -- Limited Tax
MBIA     -- Municipal Bond Investors Assurance
Q-SBLF   -- Qualified State Bond Loan Fund
UT       -- Unlimited Tax
VRDNs    -- Variable Rate Demand Notes
</TABLE>



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



INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF ASSETS AND LIABILITIES

MAY 31, 1994

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


<TABLE>
<S>                                                                   <C>           <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (Note 2A)
(identified and tax cost $293,296,721)                                              $299,426,591
- --------------------------------------------------------------------------------
Cash                                                                                      51,192
- --------------------------------------------------------------------------------
Interest receivable                                                                    6,146,492
- --------------------------------------------------------------------------------
Receivable for Fund shares sold                                                          145,691
- --------------------------------------------------------------------------------    ------------
     Total assets                                                                    305,769,966
- --------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
Dividends payable (Note 2B)                                           $1,040,815
- -------------------------------------------------------------------
Payable for Fund shares redeemed                                         290,969
- -------------------------------------------------------------------
Accrued expenses                                                          59,775
- -------------------------------------------------------------------   ----------
     Total liabilities                                                                 1,391,559
- --------------------------------------------------------------------------------    ------------
NET ASSETS for 28,944,792 shares of beneficial interest outstanding                 $304,378,407
- --------------------------------------------------------------------------------    ------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid in capital                                                                     $306,287,925
- --------------------------------------------------------------------------------
Unrealized appreciation of investments                                                 6,129,870
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments                                          (8,039,388)
- --------------------------------------------------------------------------------    ------------
     Total Net Assets                                                               $304,378,407
- --------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
Institutional Shares ($302,663,253 / 28,781,697 shares of beneficial interest
outstanding)                                                                              $10.52
- --------------------------------------------------------------------------------    ------------
Institutional Service Shares ($1,715,154 / 163,095 shares of beneficial interest
outstanding)                                                                              $10.52
- --------------------------------------------------------------------------------    ------------
</TABLE>


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



INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF OPERATIONS


YEAR ENDED MAY 31, 1994

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


<TABLE>
<S>                                                            <C>       <C>           <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Interest income (Note 2B)                                                              $16,884,773
- -----------------------------------------------------------------------------------
EXPENSES--
- ---------------------------------------------------------------------
Investment advisory fee (Note 4)                                         $1,244,249
- ---------------------------------------------------------------------
Trustees' fees                                                                8,465
- ---------------------------------------------------------------------
Administrative personnel and services fee (Note 4)                          303,207
- ---------------------------------------------------------------------
Custodian and portfolio accounting fees                                     170,421
- ---------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)            19,955
- ---------------------------------------------------------------------
Fund share registration costs                                                74,236
- ---------------------------------------------------------------------
Auditing fees                                                                17,545
- ---------------------------------------------------------------------
Legal fees                                                                   11,623
- ---------------------------------------------------------------------
Printing and postage                                                         22,602
- ---------------------------------------------------------------------
Insurance premiums                                                            9,436
- ---------------------------------------------------------------------
Distribution services fees (Note 4)--Institutional Service Shares             1,574
- ---------------------------------------------------------------------
Shareholder services fee (Note 4)--Institutional Service Shares                 833
- ---------------------------------------------------------------------
Taxes                                                                         9,594
- ---------------------------------------------------------------------
Miscellaneous                                                                 8,163
- ---------------------------------------------------------------------    ----------
     Total expenses                                                       1,901,903
- ---------------------------------------------------------------------
Deduct--
- ---------------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                   $6,917
- ------------------------------------------------------------
  Waiver of distribution services fees (Note 4)                   833         7,750
- ------------------------------------------------------------   ------    ----------
     Net expenses                                                                        1,894,153
- -----------------------------------------------------------------------------------    -----------
          Net investment income                                                         14,990,620
- -----------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                           (760,854)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                     (7,198,457)
- -----------------------------------------------------------------------------------    -----------
          Net realized and unrealized loss on investments                               (7,959,311)
- -----------------------------------------------------------------------------------    -----------
               Change in net assets resulting from operations                          $ 7,031,309
- -----------------------------------------------------------------------------------    -----------
</TABLE>



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



INTERMEDIATE MUNICIPAL TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             YEAR ENDED MAY 31,
<S>                                                            <C>                 <C>
                                                                   1994                1993
                                                               -------------       ------------
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------
Net investment income                                          $  14,990,620       $ 11,109,442
- ------------------------------------------------------------
Net realized gain (loss) on investment transactions
  ($760,854 and $242,740 net loss, respectively, as computed
for federal tax purposes) (Note 2C)                                 (760,854)          (242,740)
- ------------------------------------------------------------
Change in unrealized (depreciation) appreciation on
  investments                                                     (7,198,457)         7,725,575
- ------------------------------------------------------------   -------------       ------------
     Change in net assets resulting from operations                7,031,309         18,592,277
- ------------------------------------------------------------   -------------       ------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- ------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------
Institutional Shares                                             (14,961,284)       (11,109,442)
- ------------------------------------------------------------
Institutional Service Shares                                         (29,336)                --
- ------------------------------------------------------------   -------------       ------------
     Change in net assets from distributions to shareholders     (14,990,620)       (11,109,442)
- ------------------------------------------------------------   -------------       ------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------
Proceeds from sale of shares                                     204,983,560        165,053,543
- ------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
  of dividends declared                                            2,548,104          1,634,529
- ------------------------------------------------------------
Cost of shares redeemed                                         (158,476,788)       (84,589,739)
- ------------------------------------------------------------   -------------       ------------
     Change in net assets resulting from Fund share
       transactions                                               49,054,876         82,098,333
- ------------------------------------------------------------   -------------       ------------
          Change in net assets                                    41,095,565         89,581,168
- ------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------
Beginning of period                                              263,282,842        173,701,674
- ------------------------------------------------------------   -------------       ------------
End of period                                                  $ 304,378,407       $263,282,842
- ------------------------------------------------------------   -------------       ------------
</TABLE>


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



INTERMEDIATE MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS


MAY 31, 1994

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

(1) ORGANIZATION



Intermediate Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end, management
investment company. The Trust consists of three portfolios. The financial
statements included herein present only those of Intermediate Municipal Trust
(the "Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.



The Fund offers 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 (the "Plan") adopted in accordance with the Act's Rule
12b-1.



(2) SIGNIFICANT ACCOUNTING POLICIES



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



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



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



C. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
   Code applicable to regulated investment companies and to distribute to
   shareholders each year substantially all of its tax-exempt income.
   Accordingly, no provisions for federal tax are necessary. At May 31, 1994,
   the Fund for federal tax purposes, had a capital loss carryforward of
   $7,278,604 which will reduce the Fund's taxable income arising from future
   net realized gain on investments, if any, to the extent permitted by the
   Code, and thus will reduce the amount of the distributions to shareholders
   which would otherwise be necessary to relieve the Fund of any liability for
   federal tax. Pursuant to the Code, such capital loss carryforward will expire
   in 1995 ($2,674,980), 1996 ($3,974,606), 1997 ($215,810), 1998 ($170,468) and
   2001 ($242,740). Additionally, net capital losses of $760,854 attributable to
   security transactions incurred after October 31, 1993 are treated as arising
   on June 1, 1994, the first day of the Fund's next taxable year.




INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
   when-issued or delayed delivery transactions. A Fund records a when-issued
   securities on the trade date 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.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                             YEAR ENDED MAY 31,
                                         -----------------------------------------------------------
                                                     1994                            1993
                                         -----------------------------    --------------------------
         INSTITUTIONAL SHARES              SHARES           DOLLARS         SHARES        DOLLARS
- --------------------------------------   -----------     -------------    ----------    ------------
<S>                                      <C>             <C>              <C>           <C>
Shares sold                               18,798,999     $ 203,167,923    15,482,627    $165,053,543
- --------------------------------------
Shares issued to shareholders electing
  to receive payment of dividends in
Trust shares                                 233,762         2,527,875       153,583       1,634,529
- --------------------------------------
Shares redeemed                          (14,769,157)     (158,406,508)   (7,968,625)    (84,589,739)
- --------------------------------------   -----------     -------------    ----------    ------------
Net change resulting from
  Institutional Shares Transactions        4,263,604     $  47,289,290     7,667,585    $ 82,098,333
- --------------------------------------   -----------     -------------    ----------    ------------
</TABLE>

<TABLE>
<CAPTION>
                                                   YEAR ENDED
                                                  MAY 31, 1994*
                                           ---------------------------
      INSTITUTIONAL SERVICE SHARES          SHARES           DOLLARS
- ----------------------------------------   ---------       -----------
<S>                                        <C>             <C>
Shares sold                                  167,890       $ 1,815,637
- ----------------------------------------
Shares issued to shareholders electing
  to receive payment of dividends in
Trust shares                                   1,896            20,229
- ----------------------------------------
Shares redeemed                               (6,691)          (70,280)
- ----------------------------------------   ---------       -----------
Net change resulting from Institutional
Service Share Transactions                   163,095         1,765,586
- ----------------------------------------   ---------       -----------
Total net change resulting from Fund
Share Transactions                         4,426,699       $49,054,876
- ----------------------------------------   ---------       -----------
</TABLE>

* For the period from September 6, 1993 (date of initial public offering) to May
31, 1994.



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.40% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.


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


DISTRIBUTION AND SHAREHOLDER SERVICES FEES--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the
Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal
distributor, from the net assets of the Fund to finance activities intended to
result in the sale of the Fund'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.


Under the terms of a shareholder services agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets
for the Fund for the period. This fee is to obtain certain personal services for
shareholders and the maintenance of shareholder accounts. For the period ended
May 31, 1994, Institutional Shares did not incur a shareholder services fee.


TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.

INTERFUND TRANSACTIONS--During the period ended May 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds pursuant to Rule
17a-7 of the Investment Company Act of 1940 amounting to $83,650,000 and
$86,250,000, respectively. These purchases and sales were conducted on an arms
length basis and transacted for cash consideration only, at independent current
market prices and without brokerage commissions, fees or other remuneration.

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



INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended May 31, 1994, were as follows:

<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $75,083,665
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $20,359,093
- -------------------------------------------------------------------------------   -----------
</TABLE>



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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


To the Shareholders and Board of Trustees of



INTERMEDIATE MUNICIPAL TRUST


(Intermediate Municipal Trust):



We have audited the accompanying statement of assets and liabilities of
Intermediate Municipal Trust (an investment portfolio of Intermediate Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of May 31, 1994, and the related statement of operations for the
year then ended, and the statements of changes in net assets, and the financial
highlights (see pages 2 and 16 of the prospectus) for the periods presented.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.



We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
May 31, 1994, by correspondence with the custodian. 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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Intermediate Municipal Trust, an investment portfolio of Intermediate Municipal
Trust, as of May 31, 1994, the results of its operations for the year then
ended, and changes in its net assets and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.



                                                           ARTHUR ANDERSEN & CO.



Pittsburgh, Pennsylvania


July 11, 1994



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


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


                                           INTERMEDIATE
                                           MUNICIPAL TRUST
                                           INSTITUTIONAL SHARES
                                           PROSPECTUS

                                           A No-Load, Open-End, Diversified
                                           Management Investment Company


                                           July 31, 1994


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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779


      458810108

      8061702A-IS (7/94)

                          INTERMEDIATE MUNICIPAL TRUST
               (FORMERLY, FEDERATED INTERMEDIATE MUNICIPAL TRUST)
                              INSTITUTIONAL SHARES
                          INSTITUTIONAL SERVICE SHARES

                  COMBINED STATEMENT OF ADDITIONAL INFORMATION


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


FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779


                         Statement dated July 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
- ----------------------------------------------------------------

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     2
  Temporary Investments                                                        2
  Portfolio Turnover                                                           2
  Investment Limitations                                                       3


TRUST MANAGEMENT                                                               5

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


  Officers and Trustees                                                        5

  The Funds                                                                    6
  Fund Ownership                                                               7
  Trustee Liability                                                            7

INVESTMENT ADVISORY SERVICES                                                   7
- ----------------------------------------------------------------

  Adviser to the Fund                                                          7
  Advisory Fees                                                                7

  Other Related Services                                                       8


ADMINISTRATIVE SERVICES                                                        8
- ----------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         8
- ----------------------------------------------------------------

PURCHASING SHARES                                                              8
- ----------------------------------------------------------------


  Distribution and Shareholder Services Plans                                  8

  Conversion to Federal Funds                                                  9

DETERMINING NET ASSET VALUE                                                    9
- ----------------------------------------------------------------

  Determining Value of Securities                                              9

REDEEMING SHARES                                                               9
- ----------------------------------------------------------------

  Redemption in Kind                                                           9


EXCHANGING SECURITIES FOR FUND SHARES                                         10

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


  Tax Consequences                                                            10


TAX STATUS                                                                    10
- ----------------------------------------------------------------

  The Fund's Tax Status                                                       10

TOTAL RETURN                                                                  10
- ----------------------------------------------------------------

YIELD                                                                         10
- ----------------------------------------------------------------


TAX-EQUIVALENT YIELD                                                          11

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

PERFORMANCE COMPARISONS                                                       11
- ----------------------------------------------------------------


APPENDIX                                                                      13

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


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


Intermediate Municipal Trust was established as a Massachusetts business trust
under a Declaration of Trust dated May 31, 1985. On September 1, 1993, the name
of the Trust was changed from Federated Intermediate Municipal Trust to
Intermediate Municipal Trust.


Shares of the Fund are offered in two classes known as Institutional Shares and
Institutional Service Shares (individually and collectively referred to as
"Shares," as the context may require). This combined statement of additional
information relates to the above mentioned Shares of the Fund.

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

The Fund's investment objective is to provide current income exempt from federal
regular income tax.

ACCEPTABLE INVESTMENTS

The Fund invests at least 80% of its net assets in a diversified portfolio of
municipal securities with an average weighted maturity of not less than three or
more than ten years. The investment objective stated above cannot be changed
without the approval of shareholders. The following investment policies may be
changed without shareholder approval.

    CHARACTERISTICS

       The municipal securities in which the Fund invests have the
       characteristics set forth in the prospectus.


       A municipal security will be determined by the Fund's adviser to meet the
       quality standards established by the Trust's Board of Trustees (the
       "Trustees") if it is of comparable quality to municipal securities within
       the Fund's rating requirements. The Trustees consider the
       creditworthiness of the issuer of a municipal security, the issuer of a
       participation interest if the Fund has the right to demand payment from
       the issuer of the interest, or the guarantor of payment by either of
       those issuers. The Fund is not required to sell a municipal security if
       the security's rating is reduced below the required minimum subsequent to
       its purchase by the Fund. The investment adviser considers this event,
       however, in its determination of whether the Fund should continue to hold
       the security in its portfolio. If Moody's Investors Service, Inc. or
       Standard & Poor's Corporation ratings change because of changes in those
       organizations or in their rating systems, the Fund will try to use
       comparable ratings as standards in accordance with the investment
       policies described in the Fund's prospectus.


    TYPES OF ACCEPTABLE INVESTMENTS

       Examples of municipal securities are:

       - municipal notes and tax-exempt commercial paper;

       - serial bonds sold with a series of maturity dates;


       - tax anticipation notes sold to finance working capital needs of
         municipalities in anticipation of receiving taxes;



       - bond anticipation notes sold in anticipation of the issuance of
         longer-term bonds;


       - prerefunded municipal bonds refundable at a later date (payment of
         principal and interest on prerefunded bonds are assured through the
         first call date by the deposit in escrow of U.S. government
         securities); or

       - general obligation bonds secured by a municipality's pledge of
         taxation.

    PARTICIPATION INTERESTS

       The financial institutions from which the Fund purchases participation
       interests frequently provide or secure from other financial institutions
       irrevocable letters of credit or guarantees and give the Fund the right
       to demand payment on specified notice (normally within thirty days) from
       the issuer of the letter of credit or guarantee. These financial
       institutions may charge certain fees in connection with their repurchase
       commitments, including a fee equal to the excess of the interest paid on
       the municipal securities over the negotiated yield at which the
       participation interests were purchased by the Fund. By purchasing
       participation interests, the Fund is buying a security meeting the
       maturity and quality requirements of the Fund and is also receiving the
       tax-free benefits of the underlying securities.

       In the acquisition of participation interests, the Fund's investment
       adviser will consider the following quality factors:

       - a high-quality underlying municipal security (of which the Trust takes
         possession);

       - a high-quality issuer of the participation interest; or

       - a guarantee or letter of credit from a high-quality financial
         institution supporting the participation interest.

    VARIABLE RATE MUNICIPAL SECURITIES

       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations.


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

       Many municipal securities with variable interest rates purchased by the
       Fund are subject to repayment of principal (usually within seven days) on
       the Fund's demand. The terms of these variable rate demand instruments
       require payment of principal and accrued interest from the issuer of the
       municipal obligations, the issuer of the participation interests, or a
       guarantor of either issuer.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement ordinarily occurs within a month before
delivery is due and the market values of the securities purchased may vary from
the purchase prices.

The Fund may also sell municipal securities on a delayed delivery basis with
settlement taking place more than five days after the sale as a normal form of
portfolio transaction. It is the investment adviser's experience that it is not
unusual in the municipal securities market for settlement periods to be slightly
longer than this period.

No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Fund sufficient to make payment for the securities
to be purchased are segregated on the Fund's records at the trade date. These
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.

TEMPORARY INVESTMENTS


The Fund may also invest in temporary investments, from time to time, for
temporary, defensive purposes. The Fund does not presently intend to invest in
taxable temporary investments in the coming year. The Fund might invest in
temporary investments:


- - while waiting to invest proceeds of sales of portfolio securities, although
  generally such proceeds will be invested in municipal securities as quickly as
  possible;

- - in anticipation of redemption requests; or

- - for temporary defensive purposes, in which case the Fund may invest more than
  20% of the value of its net assets in cash or cash items, U.S. Treasury bills
  or securities issued or guaranteed by the U.S. government, its agencies or
  instrumentalities, or repurchase agreements.

The Fund will not purchase temporary investments (other than securities of the
U.S. government, its agencies or instrumentalities) if, as a result of the
purchase, 25% or more of the value of its total assets would be invested in any
one industry.

    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government or
       agency 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
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       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 may only enter into
       repurchase agreements with banks and other recognized financial
       institutions such as broker/dealers which are found by the Fund's adviser
       to be creditworthy pursuant to guidelines established by the Trustees.
       The Fund's adviser will also monitor the creditworthiness of the seller.

From time to time, such as when suitable municipal securities are not available,
the Fund may invest a portion of its assets in cash. Any portion of the Fund's
assets maintained in cash will reduce the amount of assets in municipal
securities and thereby reduce the Fund's yield.

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 May 31, 1994 and
1993, the portfolio turnover rates were 7% and 3%, respectively.



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

INVESTMENT LIMITATIONS

    DIVERSIFICATION OF INVESTMENTS

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

       Under this limitation, each governmental subdivision, including states
       and the District of Columbia, territories, possessions of the United
       States, or their political subdivisions, agencies, authorities,
       instrumentalities, or similar entities, will be considered a separate
       issuer if its assets and revenues are separate from those of the
       governmental body creating it and the security is backed only by its own
       assets and revenues.

       Industrial development bonds backed only by the assets and revenues of a
       nongovernmental user are considered to be issued solely by that user. If
       in the case of an industrial development bond or government-issued
       security, a governmental or some other entity guarantees the security,
       such guarantee would be considered a separate security issued by the
       guarantor, subject to a limit on investments in the guarantor of 10% of
       total assets.

    ACQUIRING SECURITIES

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

    CONCENTRATION OF INVESTMENTS

       The Fund does not intend to purchase securities (other than pre-refunded
       municipal bonds prior to the termination of the escrow arrangement,
       securities guaranteed by the U.S. government or its agencies or direct
       obligations of the U.S. government) if, as a result of such purchases,
       25% or more of the value of its total assets would be invested in a
       governmental subdivision in any one state, territory, or possession of
       the United States.

       This policy applies to securities which are related in such a way that an
       economic, business, or political development affecting one security would
       also affect the other securities (such as securities paid from revenues
       from selected projects in transportation, public works, education, or
       housing).

    BORROWING

       The Fund will not borrow money except as a temporary measure for
       extraordinary or emergency purposes and then only in amounts not in
       excess of 5% of the value of its total assets or in an amount up to
       one-third of the value of its total assets, including the amount
       borrowed, in order to meet redemption requests without immediately
       selling portfolio securities. This borrowing provision is not for
       investment leverage but solely to facilitate management of the portfolio
       by enabling the Fund to meet redemption requests when the liquidation of
       portfolio securities would be inconvenient or disadvantageous. Interest
       paid on borrowed funds will serve to reduce the Fund's income. The Fund
       will liquidate any such borrowings as soon as possible and may not
       purchase any portfolio securities while any borrowings are outstanding.

    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 10% of the value
       of total assets at the time of the borrowing.

    UNDERWRITING

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

    ISSUING SENIOR SECURITIES

       The Fund will not issue senior securities except for delayed-delivery and
       when-issued transactions and futures contracts, each of which might be
       considered senior securities. In addition, the Fund reserves the right to
       purchase municipal securities which the Fund has the right or obligation
       to sell to a third party (including the issuer of a participation
       interest).

    INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate, although it may invest in
       municipal securities secured by real estate or interests in real estate.


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

    INVESTING IN COMMODITIES AND MINERALS

       The Fund will not purchase or sell commodities, commodity contracts, or
       oil, gas, or other mineral exploration or development programs or leases.

    LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets, except that it may acquire
       publicly or nonpublicly issued municipal securities as permitted by its
       investment objective and policies.

    DEALING IN PUTS AND CALLS

       The Fund will not purchase or sell puts, calls, straddles, spreads, or
       any combination of them, except that the Fund may purchase put options on
       municipal securities in an amount up to 10% of its total assets or may
       purchase municipal securities accompanied by agreements of sellers to
       repurchase them at the Fund's option.

    INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the payment of principal and interest
       are the responsibility of a company with a record of less than three
       years of continuous operation, including the operation of any
       predecessor.


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


    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 securities.


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

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

    INVESTING IN ILLIQUID SECURITIES

       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 restricted
       securities not determined by the Trustees to be liquid.


In addition, to comply with investment restrictions of a certain state, the Fund
will not invest in real estate limited partnerships.


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 has no present intent to borrow money, pledge securities,
or purchase put options during the coming year.


For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."



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 Administrative
Services, Federated Services Company 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
         Federated Investors       Trustee            Trustee, Federated Advisers, Federated Management, and
         Tower                                        Federated Research; Director, AEtna Life and Casualty
         Pittsburgh, PA                               Company; Chief Executive Officer and Director, Trustee, or
                                                      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-
         Wood/IPC Commercial                          President, John R. Wood and Associates, Inc., Realtors;
         Department                                   President, Northgate Village Development Corporation;
         John R. Wood and                             General Partner or Trustee in private real estate ventures
         Associates, Inc.,                            in Southwest Florida; Director, Trustee, or Managing
         Realtors                                     General Partner of the Funds, formerly, President, Naples
         3255 Tamiami Trail North                     Property Management, Inc.
         Naples, FL
- -----------------------------------------------------------------------------------------------------------------
         William J. Copeland       Trustee            Director and Member of the Executive Committee, Michael
         One PNC Plaza                                Baker, Inc.; Director, Trustee, or Managing General Partner
         23rd Floor                                   of the Funds; formerly, Vice Chairman and Director, PNC
         Pittsburgh, PA                               Bank N.A., and PNC Bank Corp.; and Director, Ryan Homes,
                                                      Inc.
- -----------------------------------------------------------------------------------------------------------------
         James E. Dowd             Trustee            Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
         571 Hayward Mill Road                        Director, Trustee, or Managing General Partner of the
         Concord, MA                                  Funds; formerly, Director, Blue Cross of Massachusetts,
                                                      Inc.
- -----------------------------------------------------------------------------------------------------------------
         Lawrence D. Ellis, M.D.   Trustee            Hematologist, Oncologist, and Internist, Presbyterian and
         3471 Fifth Avenue                            Montefiore Hospitals; Clinical Professor of Medicine and
         Suite 1111                                   Trustee, University of Pittsburgh; Director, Trustee, or
         Pittsburgh, PA                               Managing General Partner of the Funds.
- -----------------------------------------------------------------------------------------------------------------
         Edward L. Flaherty, Jr.+  Trustee            Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat
         5916 Penn Mall                               'N Park Restaurants, Inc., and Statewide Settlement Agency,
         Pittsburgh, PA                               Inc.; Director, Trustee, or Managing General Partner of the
                                                      Funds; formerly, Counsel, Horizon Financial, F.A., Western
                                                      Region.
- -----------------------------------------------------------------------------------------------------------------
         Glen R. Johnson*          President and      Trustee Federated Investors; President and/or Trustee of
         Federated Investors       Trustee            some of the Funds; staff member, Federated Securities Corp.
         Tower                                        and Federated Administrative Services.
         Pittsburgh, PA
- -----------------------------------------------------------------------------------------------------------------
         Peter E. Madden           Trustee            Consultant; State Representative, Commonwealth of
         225 Franklin Street                          Massachusetts; Director, Trustee, or Managing General
         Boston, MA                                   Partner of the Funds; formerly President, State Street Bank
                                                      & Trust Company and State Street Boston Corporation; and
                                                      Trustee, Lahey Clinic Foundation, Inc.
- -----------------------------------------------------------------------------------------------------------------
         Gregor F. Meyer           Trustee            Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
         5916 Penn Mall                               Meritcare, Inc.; Director, Eat 'N Park Restaurants, Inc.;
         Pittsburgh, PA                               Director, Trustee, or Managing General Partner of the
                                                      Funds; formerly, Vice Chairman, Horizon Financial, F.A.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>



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


<TABLE>
<CAPTION>
                                   POSITIONS WITH     PRINCIPAL OCCUPATIONS
         NAME AND ADDRESS          THE TRUST          DURING PAST FIVE YEARS
<S>      <C>                       <C>                <C>
- -----------------------------------------------------------------------------------------------------------------
         Wesley W. Posvar          Trustee            Professor, Foreign Policy and Management Consultant;
         1202 Cathedral of                            Trustee, Carnegie Endowment for International Peace, RAND
         Learning                                     Corporation, Online Computer Library Center, Inc., and U.S.
         University of Pittsburgh                     Space Foundation; Chairman, Czecho Slovak Management
         Pittsburgh, PA                               Center; Director, Trustee, or Managing General Partner of
                                                      the Funds; President Emeritus, University of Pittsburgh;
                                                      formerly, Chairman, National Advisory Council for
                                                      Environmental Policy and Technology.
- -----------------------------------------------------------------------------------------------------------------
         Marjorie P. Smuts         Trustee            Public relations/marketing consultant; Director, Trustee,
         4905 Bayard Street                           or Managing General Partner of the Funds.
         Pittsburgh, PA
- -----------------------------------------------------------------------------------------------------------------
         J. Christopher Donahue    Vice President     President and Trustee, Federated Investors; President and
         Federated Investors                          Trustee, Federated Advisers, Federated Management, and
         Tower                                        Federated Research; Director and President, Federated
         Pittsburgh, PA                               Research Corp.; President, Passport Research, Ltd.;
                                                      Trustee, Federated Administrative Services, Federated
                                                      Services Company, and Federated Shareholder Services;
                                                      President or Vice President of the Funds; Director,
                                                      Trustee, or Managing General Partner of some of the Funds.
                                                      Mr. Donahue is the son of John F. Donahue, Chairman and
                                                      Trustee of the Trust.
- -----------------------------------------------------------------------------------------------------------------
         Richard B. Fisher         Vice President     Executive Vice President and Trustee, Federated Investors;
         Federated Investors                          Chairman and Director, Federated Securities Corp.;
         Tower                                        President or Vice President of the Funds; Director or
         Pittsburgh, PA                               Trustee of some of the Funds.
- -----------------------------------------------------------------------------------------------------------------
         Edward C. Gonzales        Vice President     Vice President, Treasurer and Trustee, Federated Investors;
         Federated Investors       and Treasurer      Vice President and Treasurer, Federated Advisers, Federated
         Tower                                        Management, and Federated Research; Executive Vice
         Pittsburgh, PA                               President, Treasurer, and Director, Federated Securities
                                                      Corp.; Trustee, Federated Services Company; Chairman,
                                                      Treasurer, and Trustee, Federated Administrative Services;
                                                      Trustee or Director of some of the Funds; Vice President
                                                      and Treasurer of the Funds.
- -----------------------------------------------------------------------------------------------------------------
         John W. McGonigle         Vice President     Vice President, Secretary, General Counsel, and Trustee,
         Federated Investors       and Secretary      Federated Investors; Vice President, Secretary, and
         Tower                                        Trustee, Federated Advisers, Federated Management, and
         Pittsburgh, PA                               Federated Research; Trustee, Federated Services Company;
                                                      Executive Vice President, Secretary, and Trustee, Federated
                                                      Administrative Services; Director and Executive Vice
                                                      President, Federated Securities Corp.; Vice President and
                                                      Secretary of the Funds.
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


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


+ Members of Executive Committee. The Executive Committee of the Board of
  Trustees handles the responsibilities of the Trustees between meetings of the
  Board.


THE FUNDS


"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress



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


Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity
Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc.-1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Mark Twain Funds; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income Trust; New York Municipal
Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
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; Trust
for U.S. Treasury Obligations; and World Investment Series, Inc.



FUND OWNERSHIP


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


As of July 1, 1994, the following shareholders of record owned 5% or more of the
outstanding Institutional Service Shares of the Fund: Centrusco, Geneseo, IL,
owned approximately 21,639 Shares 13.10%; Murray Stone and Elaine Stone, St.
Louis, MO, owned approximately 9,098 Shares 5.51%; Rose Marie Schneller,
Trustee, FBO The Rose Marie Schneller Trust, Smithton, IL, owned approximately
14,762 Shares 8.94%; Robert Petrofsky and Eileen Petrofsky, St. Louis, MO, owned
approximately 14,484 Shares 8.77%; David Petrofsky and Claudette Petrofsky,
Trustees, Claudette Petrofsky Living Trust, St. Louis, MO, owned approximately
9,361 Shares 5.67%; and Leonard Petrofsky or Marlene Petrofsky, Trustees,
Marlene Petrofsky Living Trust, St. Louis, MO, owned approximately 9,361 Shares
5.67%.



As of July 1, 1994, the following shareholders of record owned 5% or more of the
outstanding Institutional Shares of the Fund: United Jersey Bank, Hackensack,
NJ, owned approximately 2,633,620 Shares 9.40%.


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 (the "Adviser"). 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, his wife, and his son, J. Christopher Donahue. John F. Donahue, is
Chairman and Trustee of Federated Management, Federated Investors, and the
Trust. J. Christopher Donahue, President and Trustee of Federated Management and
Federated Investors; Trustee of Federated Administrative Services and Federated
Services Company; and Vice President of the Trust. John W. McGonigle is Vice
President, Secretary, and Trustee of Federated Management; Vice President and
Secretary of Federated Research Corp.; Vice President, Secretary, Trustee, and
General Counsel of Federated Investors, Trustee, Executive Vice President,
Secretary, and Trustee of Federated Administrative Services; Executive Vice
President and Director of Federated Securities Corp.; Trustee of 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 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, the Adviser receives an annual investment advisory
fee as described in the prospectus. During the fiscal years ended May 31, 1994,
1993, and 1992, the Adviser earned $1,244,249, $842,542, and $578,960,
respectively, which were reduced by $6,917, $308,350, and $324,118,
respectively, because of undertakings to limit the Fund's expenses.


    STATE EXPENSE LIMITATIONS

       The Adviser has undertaken to comply with the expense limitation
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2 1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70


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

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

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited by the amount of the investment advisory fee. This arrangement
       is not part of the advisory contract and may be amended or rescinded in
       the future.

OTHER RELATED SERVICES

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

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


Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc. may,
hereinafter, collectively be referred to as the "Administrators.") For the
fiscal year ended May 31, 1994, the Administrators collectively earned $303,207,
none of which was waived. For the fiscal years ended May 31, 1993, and 1992,
Federated Administrative Services, Inc., earned $271,801 and $237,198,
respectively, none of which was waived. Dr. Henry Gailliot, an officer of
Federated Management, the Adviser to the Fund, holds approximately 20% of the
outstanding common stock and serves as director of Commercial Data Services,
Inc., a company which provides computer processing services to the
Administrators.


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 utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling Shares of the Fund and other Federated
Funds. 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 is open for business. The procedure for purchasing Shares is
explained in the respective prospectus under "Investing in Institutional Shares"
or "Investing in Institutional Service Shares."


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS



These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may



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


include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory, computer,
and other personnel as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries; and assisting clients in changing dividend
options, account designations, and addresses.



By adopting the Distribution Plan (Institutional Service Shares only), the
Trustees expect 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 May 31, 1994, payments in the amount of $1,574 were
made pursuant to the Distribution Plan, $741 of which was paid to financial
institutions. In addition, for this period, payments in the amount of $833 were
made pursuant to the Shareholder Services Plan.



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. This conversion must be made
before shares are purchased. State Street Bank and Trust Company ("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 net asset value is
calculated by the Fund are described in the respective prospectus.

DETERMINING VALUE OF SECURITIES

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

- - according to prices provided by independent pricing services, which do not
  include market prices for the Fund's specific portfolio securities and may be
  determined without exclusive reliance on quoted prices, and which may take
  into account appropriate factors such as yield, quality, coupon rate,
  maturity, type of issue, trading characteristics and other market data
  employed in determining valuations for such securities; or


- - for short-term obligations with remaining maturities of 60 days or less, at
  the time of purchase, at amortized cost unless the Trustees determine that
  particular circumstances of the security indicate otherwise.


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

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

REDEMPTION IN KIND


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


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


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



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


Investors may exchange municipal securities they already own for Shares or they
may exchange a combination of municipal securities and cash for Shares. An
investor should forward the securities in negotiable form with a letter of
transmittal and authorization to Federated Securities Corp. 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 Fund shares on the day the securities are
valued. One Share of the Fund 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 Trust, 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 of 1986, as amended,
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 gains on the sale of securities
  held less than three months;

- - invest in securities within certain statutory limits; and

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

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


The Fund's average annual total return for Institutional Shares for the one-year
and five-year periods ended May 31, 1994, and for the period from December 26,
1985 (effective date of the Trust's registration statement) to May 31, 1994,
were 2.79%, 7.37% and 6.74%, respectively.



The Fund's cumulative total return for Institutional Service Shares for the
period from September 6, 1993 (date of initial public offering) to May 31, 1994,
was (1.10%).



The average annual total return for both classes of Shares 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 Funds' yields for the thirty-day period ended May 31, 1994, for
Institutional Shares and Institutional Service Shares were 4.45% and 4.20%,
respectively.



The yield for both classes of Shares of the Fund is determined by dividing the
offering price per Share (as defined by the Securities and Exchange Commission)
earned by either class of Shares over a thirty-day period by the offering price
per Share of either class of Shares 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 brokers/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of Shares, performance will be reduced for those shareholders paying those
fees.




TAX-EQUIVALENT YIELD

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


The Funds' tax-equivalent yields for the thirty-day period ended May 31, 1994,
for Institutional Shares and Institutional Service Shares were 6.18% and 5.83%,
respectively.


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

    TAX-EQUIVALENCY TABLE

       The Fund may also use a tax-equivalency table in advertising and sales
       literature. The interest earned by the municipal bonds in the Fund's
       portfolio generally remains free from federal regular income tax,* and is
       often free from state and local taxes as well. As the table below
       indicates, a "tax-free" investment is an attractive choice for investors,
       particularly in times of narrow spreads between tax-free and taxable
       yields.


                       TAXABLE YIELD EQUIVALENT FOR 1994

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


<TABLE>
<S>                   <C>           <C>                <C>                 <C>                  <C>
                                         FEDERAL INCOME TAX BRACKET:
                        15.00%          28.00%              31.00%              36.00%              39.60%
- --------------------------------------------------------------------------------------------------------------
Joint Return:         $1-38,000     $38,001-91,850     $91,851-140,000     $140,001-250,000     Over $250,000
Single Return:        $1-22,750     $22,751-55,100     $55,101-115,000     $115,001-250,000     Over $250,000
- --------------------------------------------------------------------------------------------------------------
    TAX-EXEMPT
      YIELD                                           TAXABLE YIELD EQUIVALENT
- --------------------------------------------------------------------------------------------------------------
      2.50%             2.94%            3.47%              3.62%                3.91%              4.14%
       3.00              3.53            4.17                4.35                4.69                4.97
       3.50              4.12            4.86                5.07                5.47                5.79
       4.00              4.71            5.56                5.80                6.25                6.62
       4.50              5.29            6.25                6.52                7.03                7.45
       5.00              5.88            6.94                7.25                7.81                8.28
       5.50              6.47            7.64                7.97                8.59                9.11
       6.00              7.06            8.33                8.70                9.38                9.93
       6.50              7.65            9.03                9.42                10.16              10.76
       7.00              8.24            9.72               10.14                10.94              11.59
       7.50              8.82            10.42              10.87                11.72              12.42
       8.00              9.41            11.11              11.59                12.50              13.25
</TABLE>


Note: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent.

The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Trust.

* Some portion of the Fund's income may be subject to the federal alternative
  minimum tax and state and local taxes.

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

The performance of both classes of shares depends on 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 share's expenses; and

- - various other factors.

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


Investors may use financial publications and/or indices to obtain a more
complete view of the 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 offering price over a specific period of time. From
  time to time, the Fund will quote its Lipper ranking in the intermediate
  municipal bond 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.


- - LEHMAN BROTHERS FIVE-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of all state general obligation debt issues with maturities between four and
  six years. These bonds are rated A or better and represent a variety of coupon
  ranges. Index figures are total returns calculated for one, three, and twelve
  month periods as well as year-to-date. Total returns are also calculated as of
  the index inception, December 31, 1979.


- - LEHMAN BROTHERS TEN-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of the same issues noted above except that the maturities range between nine
  and eleven years. Index figures are total returns calculated for the same
  periods as listed above.



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



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

STANDARD AND POOR'S CORPORATION MUNICIPAL BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong. AA--Debt rated
AA has a very strong capacity to pay interest and repay principal and differs
from the higher rated issues only in small degree. A--Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effect of changes in circumstances and economic
conditions than debt in higher rated categories. BBB--Debt rated BBB is regarded
as having an adequate capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATING DEFINITIONS

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

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


A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future. Baa--Bonds which
are rated Baa are considered as medium grade obligations, (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present, but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.



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



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



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


458810108


458810207

8061702B (7/94)


OHIO INTERMEDIATE MUNICIPAL TRUST
(A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
PROSPECTUS

The Shares of Ohio Intermediate Municipal Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Intermediate Municipal
Trust (the "Trust"), an open-end management investment company (a mutual fund).

The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the State of Ohio. The Fund invests primarily in a portfolio of Ohio municipal
securities, including securities of states, territories and possessions of the
United States which are not issued by or on behalf of the State of Ohio or its
political subdivisions, but which are exempt from federal regular income tax and
Ohio state personal income taxes.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL


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


The Fund has also filed a Statement of Additional Information, dated July 31,
1994, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-235-4669. To obtain other information or 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 July 31, 1994

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

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


FINANCIAL HIGHLIGHTS                                                           2

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


GENERAL INFORMATION                                                            3

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


INVESTMENT INFORMATION                                                         3

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


  Investment Objective                                                         3


  Investment Policies                                                          3


     Acceptable Investments                                                    3


       Average Maturity                                                        4


       Characteristics                                                         4


       Participation Interests                                                 4


       Variable Rate Municipal Securities                                      4


       Municipal Leases                                                        5


     When-Issued and Delayed
       Delivery Transactions                                                   5


     Temporary Investments                                                     5


  Ohio Municipal Securities                                                    6


  Investment Risks                                                             6


  Non-Diversification                                                          6


  Investment Limitations                                                       7



INTERMEDIATE MUNICIPAL TRUST
  INFORMATION                                                                  7

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


  Management of the Trust                                                      7


     Board of Trustees                                                         7


     Investment Adviser                                                        7


       Advisory Fees                                                           7


       Adviser's Background                                                    8


  Distribution of Fund Shares                                                  8


  Administration of the Fund                                                   8


     Administrative Services                                                   8


     Shareholder Services Plan                                                 9


     Other Payments to Financial Institutions  9


     Custodian                                                                 9


     Transfer Agent and Dividend
       Disbursing Agent                                                        9


     Legal Counsel                                                             9



     Independent Public Accountants                                            9


  Expenses of the Fund                                                         9



NET ASSET VALUE                                                               10

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


INVESTING IN THE FUND                                                         10

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


  Share Purchases                                                             10


     By Wire                                                                  10


     By Mail                                                                  10


  Subaccounting Services                                                      10


  Minimum Investment Required                                                 11


  What Shares Cost                                                            11


  Exchanging Securities for Fund Shares                                       11


  Certificates and Confirmations                                              11


  Dividends and Distributions                                                 12


  Capital Gains                                                               12



REDEEMING SHARES                                                              12

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


     By Telephone                                                             12


     By Mail                                                                  12


     Signatures                                                               13


  Accounts with Low Balances                                                  13



SHAREHOLDER INFORMATION                                                       13

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


  Voting Rights                                                               13


  Massachusetts Partnership Law                                               14



TAX INFORMATION                                                               14

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


  Federal Income Tax                                                          14


  Ohio Taxes                                                                  15


  Other State and Local Taxes                                                 15



PERFORMANCE INFORMATION                                                       16

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


FINANCIAL STATEMENTS                                                          17

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


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 26

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

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


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


<TABLE>
<S>                                                                             <C>      <C>
                               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........................................................................     None
Exchange Fee..........................................................................     None
                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1)......................................................    0.00%
12b-1 Fee.............................................................................     None
Total Other Expenses (after expense reimbursement)....................................    0.45%
     Shareholder Services Fee(2).............................................    0.05%
          Total Fund Operating Expenses(3)............................................    0.45%
</TABLE>



(1) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time at
its sole discretion. The maximum management fee is 0.50%.



(2) The maximum shareholder services fee is 0.25%.



(3) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending May 31, 1995. The Total Fund Operating
Expenses were 0.24% for the fiscal year ended May 31, 1994 and were 3.31% absent
the voluntary waiver of the Management Fee and the voluntary reimbursement of
certain other operating expenses.


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


<TABLE>
<CAPTION>
                                  EXAMPLE                                     1 year    3 years
- ---------------------------------------------------------------------------   ------    -------
<S>                                                                           <C>       <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5%
  annual return and (2) redemption at the end of each time period..........     $5        $14
</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.



OHIO INTERMEDIATE MUNICIPAL TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 26.



<TABLE>
<CAPTION>
                                                                             YEAR ENDED
                                                                            MAY 31, 1994*
                                                                            -------------
<S>                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                           $ 10.00
- -------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------
  Net investment income                                                           0.22
- -------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                         (0.47)
- -------------------------------------------------------------------------    ---------
  Total from investment operations                                               (0.25)
- -------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------
  Dividends to shareholders from net investment income                           (0.22)
- -------------------------------------------------------------------------    ---------
NET ASSET VALUE, END OF PERIOD                                                 $  9.53
- -------------------------------------------------------------------------    ---------
TOTAL RETURN**                                                                   (2.52)%
- -------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------
  Expenses                                                                        0.24%(a)
- -------------------------------------------------------------------------
  Net investment income                                                           4.69%(a)
- -------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                3.07%(a)
- -------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                      $ 3,379
- -------------------------------------------------------------------------
  Portfolio turnover rate                                                           48%
- -------------------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from December 2, 1993 (date of initial
   public investment) to May 31, 1994.



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


<TABLE>
<C>  <S>
 (a) Computed on an annualized basis.
 (b) This voluntary expense decrease is reflected in both the expense and net investment
     income ratios shown above (Note 4).
</TABLE>

(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 for the period ended May 31, 1994, which can be obtained free of
charge.



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


Intermediate Municipal Trust was established as a Massachusetts business trust
under a Declaration of Trust dated May 31, 1985. 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.


Shares of the Fund are designed for the investment of moneys generally held by
financial institutions in a fiduciary capacity. A minimum initial investment of
$25,000 over a 90-day period is required. The Fund is not likely to be a
suitable investment for non-Ohio taxpayers or retirement plans since it intends
to invest primarily in Ohio municipal securities which are not likely to produce
competitive after-tax yields for such persons and entities compared to other
investments.

Shares are 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 to provide current income exempt from
federal regular income tax and the personal income taxes imposed by the State of
Ohio. Interest income of the Fund that is exempt from federal regular income tax
and Ohio state personal income tax retains its tax-free status when distributed
to the Fund's shareholders. The Fund pursues its investment objective by
investing at least 80% of its net assets in a diversified portfolio of Ohio
municipal securities. The portfolio has a dollar-weighted average maturity of
not less than three or more than ten years. 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. The investment objective
and the policy stated above cannot be changed without approval of shareholders.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS. The Ohio municipal securities in which the Fund invests
are:

     - obligations issued by or on behalf of the state of Ohio, its political
       subdivisions, or agencies;

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

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

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income taxes
imposed by the State of Ohio.


The prices of fixed income securities fluctuate inversely to the direction of
interest rates.



     AVERAGE MATURITY.  The dollar-weighted average maturity of the Fund's
     portfolio of Ohio municipal securities will not be less than three years or
     more than ten years. For purposes of determining the dollar-weighted
     average portfolio maturity of the Fund's portfolio, the maturity of a
     municipal security will be its ultimate maturity, unless it is probable
     that the issuer of the security will take advantage of maturity-shortening
     devices such as a call, refunding, or redemption provision, in which case
     the maturity date will be the date on which it is probable that the
     security will be called, refunded, or redeemed. If the municipal security
     includes the right to demand payment, the maturity of the security for
     purposes of determining the Fund's dollar-weighted average portfolio
     maturity will be the period remaining until the principal amount of the
     security can be recovered by exercising the right to demand payment.

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


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


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

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

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

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

     - unrated if determined to be of equivalent quality to one of the foregoing
       rating categories by the Fund's investment adviser.

     If a security is subsequently downgraded, the adviser will determine
     whether it continues to be an acceptable investment; if not, the security
     will be sold. A description of the ratings categories is contained in the
     Appendix to the Statement of Additional Information.


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



     VARIABLE RATE MUNICIPAL SECURITIES. Some of the Ohio municipal securities
     which the Fund purchases may have variable interest rates. Variable
     interest rates are ordinarily stated as a percentage of a published
     interest rate, interest rate index, or a similar standard, such as the
     91-day U.S. Treasury bill rate. Many variable rate municipal securities are
     subject to payment of principal on demand by the Fund in not more than
     seven days. All variable rate municipal securities will meet the quality
     standards for the Fund. The Fund's investment adviser has been instructed

     by the


     Trustees to monitor the pricing, quality, and liquidity of the variable
     rate municipal securities, including participation interests held by the
     Fund on the basis of published financial information and reports of the
     rating agencies and other analytical services.

     MUNICIPAL LEASES. Also included within the general category of municipal
     securities are certain lease obligations or installment purchase contract
     obligations and participations therein (hereinafter collectively called
     "lease obligations") of municipal authorities or entities. Although lease
     obligations do not constitute general obligations of the municipality for
     which the municipality's taxing power is pledged, a lease obligation is
     ordinarily backed by the municipality's covenant to budget for, appropriate
     and make the payments due under the lease obligation. Interest on lease
     obligations is tax-exempt to the same extent as if the municipality had
     issued debt obligations to finance the underlying project or purchase.
     However, certain lease obligations contain "non-appropriation" clauses
     which provide that the municipality has no obligation to make lease or
     installment purchase payments in future years unless money is appropriated
     for such purpose on a yearly basis. In addition to the "non-appropriation"
     risk, these securities represent a relatively new type of financing that
     has not yet developed the depth of marketability associated with more
     conventional bonds and some lease obligations may be illiquid. Although
     "non-appropriation" lease obligations are generally secured by the leased
     property, disposition of the property in the event of foreclosure might
     prove difficult. In addition, the tax treatment of such obligations in the
     event of "non-appropriation" is unclear. The Fund does not invest more than
     10% of its total assets in lease obligations that contain
     "non-appropriation" clauses.

     If the Fund purchases unrated municipal leases, the Trustees will be
     responsible for determining, on an ongoing basis, the credit quality of
     such leases and the likelihood that such lease will not be cancelled.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase Ohio
municipal securities 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.

TEMPORARY INVESTMENTS. The Fund normally invests in Ohio municipal securities,
as described above. However, from time to time, when the investment adviser
determines that market conditions call for a temporary defensive posture, the
Fund may invest in short-term non-Ohio municipal tax-exempt obligations or
taxable temporary investments. These temporary investments include: notes issued
by or on behalf of municipal or corporate issuers; obligations issued or
guaranteed by the U.S. government, its agencies, or instrumentalities; other
debt securities; commercial paper; certificates of deposit of banks; and
repurchase agreements (arrangements in which the organization selling the Fund a
bond or temporary investment agrees at the time of sale to repurchase it at a
mutually agreed upon time and price).


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



Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or Ohio state personal income taxes.

OHIO MUNICIPAL SECURITIES

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

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


The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. However, interest on and principal of revenue bonds are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.


INVESTMENT RISKS

Yields on Ohio municipal securities depend on a variety of factors, including:
the general conditions of the municipal bond market; the size of the particular
offering; the maturity of the obligations; and the rating of the issue. Further,
any adverse economic conditions or developments affecting the state of Ohio or
its municipalities could impact the Fund's portfolio. The State of Ohio and
certain underlying municipalities face potential economic problems over the
longer term. The state economy has grown more slowly than that of the nation as
a whole, resulting in a gradual erosion of its relative economic affluence. The
causes of this relative decline are varied and complex, involving in many cases
national and international demographic and economic trends beyond the influence
of the state. The ability of the Fund to achieve its investment objective also
depends on the continuing ability of the issuers of Ohio municipal securities
and participation interests, or the guarantors of either, to meet their
obligations for the payment of interest and principal when due. Investing in
Ohio municipal securities which meet the Fund's quality standards may not be
possible if the State of Ohio or its municipalities do not maintain their
current credit ratings. In addition, certain Ohio constitutional amendments,
legislative measures, executive orders, administrative regulations, and voter
initiatives could result in adverse consequences affecting Ohio municipal
securities.

NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities because the higher percentage of
investments among fewer issuers may result in greater fluctuation in the total
market value of the Fund's portfolio. Any economic, political, or regulatory
developments affecting the value of the securities in the Fund's


portfolio will have a greater impact on the total value of the portfolio than
would be case if the portfolio were diversified among more issuers.


The Fund intends to comply with Subchapter M of the Internal Revenue Code, as
amended. This undertaking requires that at the end of each quarter of the
taxable year, with regard to at least 50% of the Fund's total assets, no more
than 5% of its total assets are invested in the securities of a single issuer;
beyond that no more than 25% of its total assets are invested in the securities
of a single issuer.


INVESTMENT LIMITATIONS

The Fund will not borrow money 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 up to
one-third of the value of its total assets and pledge up to 10% of the value of
those assets to secure such borrowings. The Fund does not intend to make any
borrowings during the coming fiscal year.

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

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 restricted securities determined by the Trustees
not to be liquid.

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


INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser (the "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 Adviser receives an annual investment advisory fee equal
    to .50 of 1% of the Fund's average daily net assets. Under the investment
    advisory contract, the Adviser may reimburse the Fund the amount, limited to
    the amount of the advisory fee, by which the Fund's aggregate annual
    operating expenses, including its investment advisory fee but excluding
    interest, taxes, brokerage commissions, insurance premiums, expenses of
    registering and qualifying the Fund and its shares under federal and state
    laws, expenses of withholding taxes, and extraordinary expenses, exceed a
    certain percentage of its average daily net assets. This does not include
    reimbursement to the Fund of any expenses incurred by shareholders who use
    the transfer agent's subaccounting facilities. The Adviser can terminate

    this voluntary reimbursement of expenses at


     any time at its sole discretion. The Adviser has also undertaken to
     reimburse the Fund for operating expenses in excess of limitations
     established by certain states.

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


     Jonathan C. Conley has been the Fund's co-portfolio manager since the
     Fund's inception. Mr. Conley joined Federated Investors in 1979 and has
     been a Vice President of the Adviser since 1982. Mr. Conley is a Chartered
     Financial Analyst and received his M.B.A. in Finance from the University of
     Virginia.



     J. Scott Albrecht has been the Fund's co-portfolio manager since the Fund's
     inception. Mr. Albrecht joined Federated Investors in 1989 and has been an
     Assistant Vice President of the Adviser since 1992. From 1989 until 1991,
     Mr. Albrecht acted as an investment analyst. Mr. Albrecht was a municipal
     credit analyst at Mellon Bank, N.A. from 1985 until 1989. Mr. Albrecht is a
     Chartered Financial Analyst and received his M.S. in Management from
     Carnegie Mellon University.



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


DISTRIBUTION OF FUND SHARES

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

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 (the "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.



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.


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


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Pittsburgh, Pennsylvania, with offices in Boston, Massachusetts, 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, L.L.P., Washington,
D.C.


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

EXPENSES OF THE FUND

Holders of shares pay their allocable portion of Fund and Trust expenses.


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

The Fund expenses for which shareholders pay their allocable portion include,
but are not limited to: registering the Fund and shares of the Fund; investment
advisory services; taxes and commissions; custodian fees; insurance premiums;
auditors' fees; and such non-recurring and extraordinary items as may arise.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of all securities and other assets, less liabilities, by the total
number of shares outstanding.

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

SHARE PURCHASES

Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business. Shares may be purchased either by wire or mail. The Fund reserves
the right to reject any purchase request.

To purchase shares of the Fund, open an account by calling Federated Securities
Corp. Information needed to establish the account will be taken over the
telephone.


BY WIRE. To purchase shares of the Fund by Federal Reserve wire, call the Fund
before 4:00 P.M. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00 P.M.
(Eastern time) on the next business day following the order. Federal funds
should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts; Attention: EDGEWIRE; For Credit to: Ohio Intermediate Municipal
Trust; Fund Number (this number can be found on the Account Statement or by
contacting the Fund); Group Number or Order Number; Nominee or Institution Name;
and ABA Number 011000028. Shares cannot be purchased on days on which the New
York Stock Exchange is closed and on federal holidays restricting wire
transfers.



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


SUBACCOUNTING SERVICES

Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal


recordkeeping requirements. The transfer agent may charge a fee based on the
level of subaccounting services rendered. Financial 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 of the Fund. 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.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund 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 bank or broker may be subject to a
different minimum investment requirement.

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. (Eastern 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; or (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 municipal securities or a combination of
securities and cash for Fund shares. The securities and cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of the securities to be exchanged. Securities accepted by the Fund
are valued in the same manner as the Fund values its assets. Shareholders
wishing to exchange securities should first contact Federated Securities Corp.


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
in writing.


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


DIVIDENDS AND DISTRIBUTIONS


Dividends are declared daily and paid monthly to all shareholders invested in
the Fund on the record date. Dividends and distributions are automatically
reinvested in additional shares of the Fund on payment dates at the ex-dividend
date net asset value, unless shareholders request cash payments on the new
account form or by writing to Federated Services Company. All shareholders on
the record date are entitled to the dividend.


CAPITAL GAINS

Distributions of net realized long-term capital gains realized by the Fund, if
any, will be made at least once every twelve months.

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

The Fund redeems shares at their net asset value next determined after State
Street Bank 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.


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


BY TELEPHONE. Shareholders may redeem their shares by telephoning the Fund
before 4:00 P.M. (Eastern time). All 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. 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.

An authorization form permitting the Fund to accept telephone redemption
requests must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp.

BY MAIL. Shareholders may redeem shares by sending a written request to the
Fund. The written request should include the shareholder's name, the Fund name,
the 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, which is administered by the Federal Deposit Insurance
       Corporation ("FDIC");


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


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


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

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

The Fund and 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.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request provided State Street Bank has received payment for
Shares from the shareholder.

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 the required minimum value of $25,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the 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 outstanding shares of all series in the
Trust entitled to vote.


MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust on behalf
of the Fund. To protect shareholders of the Fund, the Trust has filed legal
documents with Massachusetts that expressly disclaim the liability of
shareholders of the Fund 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 of the Fund is held personally liable for
the Trust's obligations on behalf of the Fund, the Trust is required to use the
property of the Fund to protect or compensate the shareholder. On request, the
Trust will defend any claim made and pay any judgment against a shareholder of
the Fund for any act or obligation of the Trust on behalf of the Fund.
Therefore, financial loss resulting from liability as a shareholder of the Fund
will occur only if the Trust cannot meet its obligations to indemnify
shareholders and pay judgments against them from the assets of the Fund.

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

FEDERAL INCOME TAX


The Fund does not expect to pay federal income tax because it expects to meet
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. The Fund will be treated as a single,
separate entity for federal income tax purposes so that income (including
capital gains) and losses realized by the Trust's other portfolios will not be
combined for tax purposes with those realized by the Fund.



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


The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.


Interest on certain "private activity" bonds issued after August 7, 1986, is
treated as a tax preference item for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads, schools,
libraries, prisons, and other public facilities, private activity bonds provide
benefits to private parties. The Fund may purchase all types of municipal bonds,
including private activity bonds. Thus, should it purchase any such bonds, a
portion of the Fund's dividends may be treated as a tax preference item.


In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the


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

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

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


OHIO TAXES



Under existing Ohio laws, distributions made by the Fund will not be subject to
Ohio individual income tax if such distributions qualify as "exempt-interest
dividends" under the Code, and represent (i) interest from obligations of Ohio
or its subdivisions which is exempt from federal income tax; or (ii) interest or
dividends from obligations issued by the United States and its territories or
possessions or by any authority, commission or instrumentality of the United
States which are exempt from state income tax under federal laws. Conversely, to
the extent that distributions made by the Fund are derived from other types of
obligations, such dividends will be subject to Ohio individual income tax.



Distributions made by the Fund will not be subject to Ohio corporation franchise
tax if such distributions qualify as "exempt-interest dividends" under the Code,
and represent (i) interest from obligations of Ohio or its subdivisions which is
exempt from federal income tax; or (ii) net interest income from obligations
issued by the United States and its territories or possessions or by any
authority, commission or instrumentality of the United States, which is included
in federal taxable income and which the exempt from state income tax under
federal laws.



Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by the State of Ohio or its political subdivisions will be
exempt from any Ohio municipal income tax (even if the municipality is permitted
under Ohio law to levy a tax on intangible income).


OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from state income taxes in states
other than Ohio or from personal property taxes. State laws differ on this
issue, and 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, yield and tax-equivalent
yield.

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


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




OHIO INTERMEDIATE MUNICIPAL TRUST



PORTFOLIO OF INVESTMENTS


MAY 31, 1994

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


<TABLE>
<CAPTION>
                                                                             CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
 AMOUNT                                                                      OR S&P*      VALUE
- ---------      -----------------------------------------------------------   -------    ----------
<C>       <C>  <S>                                                           <C>        <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--99.1%
- --------------------------------------------------------------------------
               OHIO--99.1%
               -----------------------------------------------------------
$150,000       Akron, OH, Waterworks System, 5.25% Mortgage Revenue
               Improvement Bonds (FGIC Insured), 3/1/2002                      AAA      $  150,936
               -----------------------------------------------------------
 100,000       Avon Lake, OH, 5.35% LT GO Bonds (Series 1994), 12/1/2003        A           99,926
               -----------------------------------------------------------
 200,000       Cincinnati Student Loan Funding Corp., 5.125% Revenue Bonds
               (Subject to AMT)/(AMBAC Insured), 12/1/2005                     AAA         192,024
               -----------------------------------------------------------
 150,000       Columbus, OH, 5.50% Various Purpose LT GO Bonds (Series
               1994-1)/(Original Issue Yield: 5.583%), 5/15/2004               AA+         152,292
               -----------------------------------------------------------
 100,000       Columbus, OH, Water System, 6.375% Refunding Revenue Bonds
               (Series 1991)/(Original Issue Yield: 6.65%), 11/1/2010          A1          102,661
               -----------------------------------------------------------
 155,000       Cuyahoga County, OH, 4.90%, 10/1/2004                           Aa          148,437
               -----------------------------------------------------------
 400,000       Cuyahoga County, OH, 5.00% Hospital Revenue Bonds (Fairview
               General Hospital)/(Original Issue Yield: 5.10%), 8/15/2004       A          364,340
               -----------------------------------------------------------
 100,000       Franklin County, OH, 6.40% Hospital Revenue Bonds (Mt.
               Carmel-Holy Cross Health System)/(Original Issue Yield:
               6.49%), 6/1/2003                                                AA-         103,594
               -----------------------------------------------------------
</TABLE>



<TABLE>
<C>       <C>  <S>                                                           <C>        <C>
 125,000       Fremont, OH, Water Treatment Plant Expansion, 4.95% GO
               Bonds (Series 1994)/(MBIA Insured), 12/1/2003                   AAA         121,857
               -----------------------------------------------------------
 100,000       Lakota (Butler County), OH, Local School District, 4.65% UT
               School Improvement Revenue Bonds (Series 1994), 12/1/2003       A1           92,656
               -----------------------------------------------------------
 100,000       Loveland, OH, City School District, 6.20% UT GO Bonds,
               12/1/2003                                                        A          104,974
               -----------------------------------------------------------
 125,000       Massillon, OH, City School District, 4.50% UT GO Refunding
               Bonds (Series 1994)/(Original Issue Yield: 4.55%)/ (AMBAC
               Insured), 12/1/2003                                             AAA         114,629
               -----------------------------------------------------------
</TABLE>




OHIO INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<CAPTION>
                                                                             CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
 AMOUNT                                                                      OR S&P*      VALUE
- ---------      -----------------------------------------------------------   -------    ----------
<C>       <C>  <S>                                                           <C>        <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
               OHIO--CONTINUED
               -----------------------------------------------------------
$100,000       Montgomery County, OH, 4.80% Refunding Revenue Bonds
               (Series 1994)/(Sisters of Charity Health Care System,
               Inc.)/ (Original Issue Yield: 4.90%), 5/15/2004                 AA-      $   92,157
               -----------------------------------------------------------
 150,000       Mount Vernon, OH, City School District, 5.30% UT GO Bonds
               (FGIC Insured), 12/1/2002                                       AAA         152,462
               -----------------------------------------------------------
 150,000       North Canton, OH, City School District, 5.50% LT GO Bonds,
               12/1/2003                                                        A          149,998
               -----------------------------------------------------------
 100,000       Ohio State HEFA, 4.70% Revenue Bonds (John Carroll
               University), 11/15/2003                                          A           92,765
               -----------------------------------------------------------
 150,000       Ohio State Water Development Authority, 5.75% Refunding
               Revenue Bonds (Pure Water)/(Original Issue Yield: 4.45%)/
               (MBIA Insured), 6/1/2003                                        AAA         155,324
               -----------------------------------------------------------
 200,000       Ohio State, Infrastructure & Improvement, 6.50% GO Water
               and Sewer Improvement Bonds, 8/1/2004                           AA          219,648
               -----------------------------------------------------------
 200,000       Ohio University, OH, 4.50% General Receipt Bonds (Original
               Issue Yield: 4.60%)/(FGIC Insured), 12/1/2003                   AAA         186,618
               -----------------------------------------------------------
 100,000       Pickerington, OH, 4.70% UT GO School Building Construction
               & Improvement Bonds (FGIC Insured), 12/1/2004                   AAA          93,304
               -----------------------------------------------------------
 150,000       South Euclid, OH, 4.75% UT GO School Improvement Revenue
               Bonds (Lyndhurst City School District)/(FGIC Insured),
               12/1/2005                                                       AAA         139,295
               -----------------------------------------------------------
 125,000       South-Western City School District, OH, 4.65% UT GO School
               Facility Bonds (Original Issue Yield: 4.70%)/(MBIA
               Insured), 12/1/2004                                             AAA         115,761
               -----------------------------------------------------------
 100,000       University of Cincinnati, OH, 7.00% General Receipt Bonds
               (Original Issue Yield: 7.05%), 6/1/2011                         A1          107,505
               -----------------------------------------------------------
 100,000       University of Toledo, OH, 4.70% General Receipt Bonds
               (Series 1994)/(FGIC Insured), 6/1/2004                          AAA          93,543
               -----------------------------------------------------------              ----------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST, $3,513,596)                                            $3,346,706+
               -----------------------------------------------------------              ----------
</TABLE>




OHIO INTERMEDIATE MUNICIPAL TRUST

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


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



+ The cost of investments for federal tax purposes amounts to $3,513,596. The
  net unrealized depreciation on a federal tax basis amounts to $166,890, which
  is comprised of $173,527 depreciation and $6,637 appreciation at May 31, 1994.


Note: The categories of investments are shown as a percentage of net assets
      ($3,378,541) at May 31, 1994.

The following abbreviations are used in this portfolio.


<TABLE>
<S>   <C>
AMBAC -- American Municipal Bond Assurance Corporation
AMT   -- Alternative Minimum Tax
FGIC  -- Financial Guaranty Insurance Company
GO    -- General Obligation
HEFA  -- Health and Education Facilities Authority
LT    -- Limited Tax
MBIA  -- Municipal Bond Investors Assurance
UT    -- Unlimited Tax
</TABLE>


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


OHIO INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF ASSETS AND LIABILITIES

MAY 31, 1994


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



<TABLE>
<S>                                                                      <C>         <C>
ASSETS:
- ---------------------------------------------------------------------------------
Investments in securities, at value (Note 2A) (identified and tax cost
  $3,513,596)                                                                        $3,346,706
- ---------------------------------------------------------------------------------
Cash                                                                                     24,664
- ---------------------------------------------------------------------------------
Receivable for Fund shares sold                                                         136,000
- ---------------------------------------------------------------------------------
Interest receivable                                                                      50,375
- ---------------------------------------------------------------------------------    ----------
     Total assets                                                                     3,557,745
- ---------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------
Payable for investments purchased                                        $150,525
- ----------------------------------------------------------------------
Dividends payable (Note 2B)                                                10,194
- ----------------------------------------------------------------------
Accrued expenses                                                           18,485
- ----------------------------------------------------------------------   --------
     Total liabilities                                                                  179,204
- ---------------------------------------------------------------------------------    ----------
NET ASSETS for 354,681 shares of beneficial interest outstanding                     $3,378,541
- ---------------------------------------------------------------------------------    ----------
NET ASSETS CONSIST OF:
- ---------------------------------------------------------------------------------
Paid-in capital                                                                      $3,601,916
- ---------------------------------------------------------------------------------
Unrealized depreciation of investments                                                 (166,890)
- ---------------------------------------------------------------------------------
Accumulated net realized loss on investments                                            (56,485)
- ---------------------------------------------------------------------------------    ----------
     Total Net Assets                                                                $3,378,541
- ---------------------------------------------------------------------------------    ----------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
($3,378,541 / 354,681 shares of beneficial interest outstanding)                     $     9.53
- ---------------------------------------------------------------------------------    ----------
</TABLE>


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


OHIO INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF OPERATIONS

YEAR ENDED MAY 31, 1994*

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


<TABLE>
<S>                                                               <C>        <C>        <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest income (Note 2B)                                                               $  68,266
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                             $ 6,929
- -------------------------------------------------------------------------
Administrative personnel and services fee (Note 4)                             1,225
- -------------------------------------------------------------------------
Custodian and portfolio accounting fees                                       30,354
- -------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)                344
- -------------------------------------------------------------------------
Shareholder services fee (Note 4)                                                437
- -------------------------------------------------------------------------
Fund share registration fees                                                   3,814
- -------------------------------------------------------------------------
Legal fees                                                                       500
- -------------------------------------------------------------------------
Printing and postage                                                           1,335
- -------------------------------------------------------------------------
Miscellaneous                                                                    931
- -------------------------------------------------------------------------    -------
     Total expenses                                                           45,869
- -------------------------------------------------------------------------    -------
Deduct--
- ---------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                      $ 6,929
- ---------------------------------------------------------------
  Reimbursement of other operating expenses (Note 4)               35,630     42,559
- ---------------------------------------------------------------   -------    -------
     Net expenses                                                                           3,310
- ------------------------------------------------------------------------------------    ---------
          Net investment income                                                            64,956
- ------------------------------------------------------------------------------------    ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                           (56,485)
- ------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                      (166,890)
- ------------------------------------------------------------------------------------    ---------
     Net realized and unrealized loss on investments                                     (223,375)
- ------------------------------------------------------------------------------------    ---------
          Change in net assets resulting from operations                                $(158,419)
- ------------------------------------------------------------------------------------    ---------
</TABLE>



* For the period from December 2, 1993 (date of initial public investment) to
  May 31, 1994.


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


OHIO INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                YEAR ENDED
                                                                               MAY 31, 1994*
                                                                               -------------
<S>                                                                            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------
Net investment income                                                           $    64,956
- ----------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($56,485 net loss as
  computed for federal tax purposes) (Note 2C)                                      (56,485)
- ----------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                    (166,890)
- ----------------------------------------------------------------------------   -------------
     Change in net assets resulting from operations                                (158,419)
- ----------------------------------------------------------------------------   -------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- ----------------------------------------------------------------------------
Dividends to shareholders from net investment income                                (64,956)
- ----------------------------------------------------------------------------   -------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ----------------------------------------------------------------------------
Proceeds from sale of shares                                                      6,891,738
- ----------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends
  declared                                                                           11,620
- ----------------------------------------------------------------------------
Cost of shares redeemed                                                          (3,301,442)
- ----------------------------------------------------------------------------   -------------
     Change in net assets resulting from Fund share transactions                  3,601,916
- ----------------------------------------------------------------------------   -------------
          Change in net assets                                                    3,378,541
- ----------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------
Beginning of period                                                                      --
- ----------------------------------------------------------------------------   -------------
End of period                                                                   $ 3,378,541
- ----------------------------------------------------------------------------   -------------
</TABLE>



* For the period from December 2, 1993 (date of initial public investment) to
  May 31, 1994.


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


OHIO INTERMEDIATE MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS

MAY 31, 1994


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


(1) ORGANIZATION


Intermediate Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end management
investment company. The Trust consists of three portfolios. The financial
statements included herein present only those of Ohio Intermediate Municipal
Trust (the "Fund"). The financial statements of the other portfolios are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which the shares are held.


(2) SIGNIFICANT ACCOUNTING POLICIES


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



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



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



C. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
   Code applicable to regulated investment companies and to distribute to
   shareholders each year substantially all of its tax-exempt income.
   Accordingly, no provisions for federal income tax are necessary.
   Additionally, net capital losses of $56,485 attributable to security
   transactions incurred after October 31, 1993 are treated as arising on
   December 2, 1993, the first day of the Fund's next taxable year.



D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
   when-issued or delayed delivery transactions. A Fund records when-issued
   securities on the trade date 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.


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


OHIO INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

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


<TABLE>
<CAPTION>
                                                                                YEAR ENDED
                                                                              MAY 31, 1994*
                                                                              --------------
<S>                                                                           <C>
- ---------------------------------------------------------------------------
Shares sold                                                                       690,481
- ---------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                      1,203
- ---------------------------------------------------------------------------
Shares redeemed                                                                  (337,003)
- ---------------------------------------------------------------------------   ------------
     Net change resulting from fund share transactions                            354,681
- ---------------------------------------------------------------------------   ------------
</TABLE>



* For the period from December 2, 1993 (date of initial public investment) to
May 31, 1994.


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES


ADVISORY FEE--Federated Management, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.50 of 1% of the Fund's average daily net assets. The Adviser may voluntarily
choose to waive its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.



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



SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Service Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average net assets for the Fund for the period. This fee is to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer and dividend disbursing agent for the Fund. The
FServ fee is based on the size, type, and number of accounts and transactions
made by shareholders.



OHIO INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


ORGANIZATIONAL EXPENSES--Organizational expenses of $23,676 and start-up
administrative services expenses of $31,506 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following November
15, 1993 (date the Fund first became effective). For the period ended May 31,
1994, the Fund paid $921 and $1,225, respectively, pursuant to this agreement.



INTERFUND TRANSACTIONS--During the period ended May 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds pursuant to Rule
17A-7 of the Investment Company Act of 1940 amounting to $3,624,800 and
$3,250,000, respectively. These purchases and sales were conducted on an arms
length basis and transacted for cash consideration only, at independent current
market prices and without brokerage commissions, fees, or other remuneration.



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



(5) CONCENTRATION OF CREDIT RISK



Since the Trust invests a substantial portion of its assets in issuers located
in one state, it will be more susceptible to factors adversely affecting issuers
of that state than would be a comparable general tax-exempt mutual fund. In
order to reduce the credit risk associated with such factors, at May 31, 1994,
45% of the securities in the portfolio of investments are backed by letters of
credit or bond insurance of various financial institutions and financial
guaranty assurance agencies. The aggregate percentages by financial institutions
and agencies ranged from 9% to 24% of total investments.



(6) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
period ended May 31, 1994, were as follows:



<TABLE>
<S>                                                                                <C>
- --------------------------------------------------------------------------------
PURCHASES                                                                          $5,115,269
- --------------------------------------------------------------------------------   ----------
SALES                                                                              $1,535,978
- --------------------------------------------------------------------------------   ----------
</TABLE>





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

To the Shareholders and Board of Trustees of

INTERMEDIATE MUNICIPAL TRUST
(Ohio Intermediate Municipal Trust):

We have audited the accompanying statement of assets and liabilities of Ohio
Intermediate Municipal Trust (an investment portfolio of Intermediate Municipal
Trust, a Massachusetts business trust), including the schedule of portfolio
investments, as of May 31, 1994, and the related statement of operations for the
period then ended, and the statement of changes in net assets, and financial
highlights (see page 2 of the prospectus) for the period presented. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.


We conducted our audit 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 as of May 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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Ohio
Intermediate Municipal Trust, an investment portfolio of Intermediate Municipal
Trust, as of May 31, 1994, the results of its operations for the period then
ended, and changes in its net assets and the financial highlights for period
presented, in conformity with generally accepted accounting principles.


                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
July 11, 1994


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


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


                                      OHIO INTERMEDIATE

                                      MUNICIPAL TRUST
                                      PROSPECTUS

                                      A Non-Diversified Portfolio of
                                      Intermediate Municipal Trust
                                      an Open-End, Management
                                      Investment Company


                                      July 31, 1994


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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779


      458810405

      3081602A (7/94)

                       OHIO INTERMEDIATE MUNICIPAL TRUST

                 (A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
                      STATEMENT OF ADDITIONAL INFORMATION



This Statement of Additional Information should be read with the prospectus of
Ohio Intermediate Municipal Trust (the "Fund") dated July 31, 1994. This
Statement is not a prospectus itself. To receive a copy of the prospectus write
or call the Fund.


FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779


                         Statement dated July 31, 1994


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

     Distributor

     A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

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

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     2
  Temporary Investments                                                        2

  Portfolio Turnover                                                           3

  Investment Limitations                                                       3
  Investment Risks                                                             4

MANAGEMENT OF INTERMEDIATE MUNICIPAL TRUST                                     5
- ---------------------------------------------------------------

  Officers and Trustees                                                        5
  Fund Ownership                                                               7
  The Funds                                                                    7
  Trustee Liability                                                            7

INVESTMENT ADVISORY SERVICES                                                   7
- ---------------------------------------------------------------

  Adviser to the Fund                                                          7

  Advisory Fees                                                                7


ADMINISTRATIVE SERVICES                                                        8
- ---------------------------------------------------------------


SHAREHOLDER SERVICES PLAN                                                      8

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

BROKERAGE TRANSACTIONS                                                         8
- ---------------------------------------------------------------


PURCHASING SHARES                                                              9

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


  Conversion to Federal Funds                                                  9



DETERMINING NET ASSET VALUE                                                    9

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


  Valuing Municipal Bonds                                                      9

  Use of Amortized Cost                                                        9

REDEEMING SHARES                                                               9
- ---------------------------------------------------------------

  Redemption in Kind                                                           9


TAX STATUS                                                                    10

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

  The Fund's Tax Status                                                       10


  Shareholder's Tax Status                                                    10



TOTAL RETURN                                                                  10

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

YIELD                                                                         10
- ---------------------------------------------------------------

TAX-EQUIVALENT YIELD                                                          10
- ---------------------------------------------------------------


  Tax-Equivalency Table                                                       11


PERFORMANCE COMPARISONS                                                       11
- ---------------------------------------------------------------


APPENDIX                                                                      13

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


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------


The Fund is a portfolio in Intermediate Municipal Trust (the "Trust"). The Trust
was established as a Massachusetts business trust under a Declaration of Trust
dated May 31, 1985. On September 1, 1993, the name of the Trust was changed from
Federated Intermediate Municipal Trust to Intermediate Municipal Trust.


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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and personal income taxes imposed by the State
of Ohio. The investment objective cannot be changed without approval of
shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a portfolio of municipal securities which are
exempt from federal regular income tax and Ohio state personal income taxes .
These securities include those issued by or on behalf of the State of Ohio and
Ohio municipalities, and those issued by states, territories, and possessions of
the United States which are exempt from both federal regular income tax and Ohio
state personal income taxes.

    CHARACTERISTICS

       The Ohio municipal securities in which the Fund invests have the
       characteristics set forth in the prospectus.


       An Ohio municipal security will be determined by the Fund's adviser to
       meet the quality standards established by the Trust's Board of Trustees
       (the "Trustees") if it is of comparable quality to municipal securities
       within the Fund's rating requirements. The Trustees consider the
       creditworthiness of the issuer of a municipal security, the issuer of a
       participation interest if the Fund has the right to demand payment from
       the issuer of the interest, or the guarantor of payment by either of
       those issuers. The Fund is not required to sell a municipal security if
       the security's rating is reduced below the required minimum subsequent to
       its purchase by the Fund. The investment adviser considers this event,
       however, in its determination of whether the Fund should continue to hold
       the security in its portfolio. If Moody's Investors Service, Inc.,
       Standard & Poor's Corporation or Fitch Investor Services, Inc. ratings
       change because of changes in those organizations or in their rating
       systems, the Fund will try to use comparable ratings as standards in
       accordance with the investment policies described in the Fund's
       prospectus.


    TYPES OF ACCEPTABLE INVESTMENTS

       Examples of Ohio municipal securities are:

       - municipal notes and municipal commercial paper;

       - serial bonds sold with differing maturity dates;

       - tax anticipation notes sold to finance working capital needs of
         municipalities;

       - bond anticipation notes sold prior to the issuance of long-term bonds;

       - pre-refunded municipal bonds; and

       - general obligation bonds secured by a municipality pledge of taxation.

    PARTICIPATION INTERESTS

       The financial institutions from which the Fund purchases participation
       interests frequently provide or secure from another financial institution
       irrevocable letters of credit or guarantees and give the Fund the right
       to demand payment of the principal amounts of the participation interests
       plus accrued interest on short notice (usually within seven days).

    VARIABLE RATE MUNICIPAL SECURITIES

       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations. Many municipal securities
       with variable interest rates purchased by the Fund are subject to
       repayment of principal (usually within seven days) on the Fund's demand.
       The terms of these variable rate demand instruments require payment of
       principal and accrued interest from the issuer of the municipal
       obligations, the issuer of the participation interests, or a guarantor of
       either issuer.

    MUNICIPAL LEASES

       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited by municipal charter or
       the nature of the appropriation for the lease. In particular, lease
       obligations


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

       may be subject to periodic appropriation. If the entity does not
       appropriate funds for future lease payments, the entity cannot be
       compelled to make such payments. Furthermore, a lease may provide that
       the certificate trustee cannot accelerate lease obligations upon default.
       The trustee would only be able to enforce lease payments as they became
       due. In the event of a default or failure of appropriation, it is
       unlikely that the trustee would be able to obtain an acceptable
       substitute source of payment.


       In determining the liquidity of municipal lease securities, the Fund's
       investment adviser, under the authority delegated by the Trustees, will
       base its determination on the following factors;


       - whether the lease can be terminated by the lessee;

       - the potential recovery, if any, from a sale of the leased property upon
       termination of the lease;

       - the lessee's general credit strength (e.g., its debt, administrative,
         economic and financial characteristics and prospects);

       - the likelihood that the lessee will discontinue appropriating funding
         for the leased property because the property is no longer deemed
         essential to its operations (e.g., the potential for an "event of non-
         appropriation"); and

       - any credit enhancement or legal recourse provided upon an event of
         non-appropriation or other termination of the lease.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are 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, 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 may be a month or more after entering into these transactions,
and the market values of the securities purchased may vary from the purchase
prices.

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

The Fund does not intend to engage in these transactions to an extent that would
cause the segregation of more than 20% of the value of its total assets.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       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 may only enter into
       repurchase agreements with banks and other recognized financial
       institutions such as broker/dealers which are found by the Fund's adviser
       to be creditworthy pursuant to guidelines established by the Trustees.

    REVERSE REPURCHASE AGREEMENTS

       The Fund may also enter into reverse repurchase agreements. This
       transaction is 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. 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.


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

       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 on the Fund's records at the trade date. These
       assets are marked to market daily and are maintained until the
       transaction is settled.


PORTFOLIO TURNOVER



The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. For the period from December 2, 1993 (date of
initial public investment) to May 31, 1994, the portfolio turnover rate for the
Fund was 48%.


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 securities.


    ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total 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
       its total assets are outstanding.

    PLEDGING ASSETS

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

    UNDERWRITING

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

    INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate or invest in real estate
       limited partnerships, although it may invest in municipal bonds secured
       by real estate or interests in real estate.

    INVESTING IN COMMODITIES

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

    LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except that it may acquire
       publicly or non-publicly issued municipal bonds or temporary investments
       or enter into repurchase agreements in accordance with its investment
       objective, policies, and limitations or its Declaration of Trust.

    CONCENTRATION OF INVESTMENTS

       The Fund will not purchase securities if, as a result of such purchase,
       25% or more of the value of its total assets would be invested in any one
       industry or in industrial development bonds or other securities, the
       interest upon which is paid from revenues of similar types of projects.
       However, the Fund may invest as temporary investments more than 25% of
       the value of its assets in cash or cash items, securities issued or
       guaranteed by the U.S. government, its agencies or instrumentalities, or
       instruments secured by these money market instruments, i.e., repurchase
       agreements.

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 SECURITIES OF OTHER INVESTMENT COMPANIES

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


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

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

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

    INVESTING IN ILLIQUID SECURITIES

       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.

    INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the principal and interest are the
       responsibility of companies (or guarantors, where applicable) with less
       than three years of continuous operations, including the operation of any
       predecessor.

    INVESTING IN MINERALS

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

In addition, to comply with investment restrictions of a certain state, the Fund
will not invest in real estate limited partnerships.

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.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

INVESTMENT RISKS

The economy of the State of Ohio is reliant in part on durable goods
manufacturing, largely concentrated in motor vehicles and equipment, steel,
rubber products and household appliances. During the past decade, competition in
various industries in the State of Ohio has changed from being domestic to
international in nature. In addition, these industries may be characterized as
having excess capacity in particular product segments. The steel industry, in
particular, and the automobile industry, to a lesser extent, share these
characteristics. Because the State of Ohio and certain underlying municipalities
have large exposure to these industries and their respective aftermarkets,
trends in these industries may, over the long term, impact the demographic and
financial position of the State of Ohio and its municipalities. To the degree
that domestic manufacturers in industries to which Ohio municipalities have
exposure fail to make competitive adjustments, employment statistics and
disposable income of residents in Ohio may deteriorate, possibly leading to
population declines and erosion of municipality tax bases.

Both the economic trends above and the political climate in various
municipalities may have contributed to the decisions of various businesses and
individuals to relocate outside the State. A municipality's political climate in
particular may affect its own credit standing. For both the State of Ohio and
underlying Ohio municipalities, adjustment of credit ratings by the rating
agencies may affect the ability to issue securities and thereby affect the
supply of obligations meeting the quality standards for investment by the Fund.


The State ended fiscal year 1993 with a positive budgetary fund balance of over
$100 million. The 1994-1995 biennial budget was formulated with reasonable
revenue assumptions. The State implemented a revenue enhancement package in
January of 1993 that increased the cigarette tax and the income tax bracket for
incomes over $200,000, broadened the sales tax base and capped tax distributions
to local governments. These and other minor revenue enhancements are budgeted to
add $912 million of additional revenue to the 1994-1995 biennial budget. The
State's fund balance reserve levels continue to be minimal but the State has
demonstrated its ability to manage with limited financial flexibility.


The State has established procedures for municipal fiscal emergencies under
which joint state/local commissions are established to monitor the fiscal
affairs of a financially troubled municipality. When these procedures are
invoked, the municipality must develop a financial plan to eliminate deficits
and cure any defaults. Since their adoption in 1979, these procedures have been
applied to approximately twenty-one cities and villages, including the City of
Cleveland; in sixteen of these communities, the fiscal situation has been
resolved and the procedures terminated.

The foregoing discussion only highlights some of the significant financial
trends and problems affecting the State of Ohio and underlying municipalities.


MANAGEMENT OF INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------------------------------------------------------
    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.,                               Partner of the Funds; formerly, President, Naples Property Management, Inc.
    Realtors
    3255 Tamiami Trail North
    Naples, FL
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<S> <C>                         <C>                 <C>
    William J. Copeland         Trustee             Director and Member of the Executive Committee, Michael Baker, Inc.;
    One PNC Plaza-23rd Floor                        Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    Pittsburgh, PA                                  Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; and Director,
                                                    Ryan Homes, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    James E. Dowd               Trustee             Attorney-at-law; Director, The Emerging Germany Fund, Inc.; 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.
- --------------------------------------------------------------------------------------------------------------------------------
    Glen R. Johnson*            President and       Trustee, Federated Investors; President and/or Trustee of some of the Funds;
    Federated Investors         Trustee             staff member, Federated Securities Corp. and Federated Administrative
    Tower                                           Services.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
    Peter E. Madden             Trustee             Consultant; State Representative, Commonwealth of Massachusetts; Director,
    225 Franklin Street                             Trustee, or Managing General Partner of the Funds; formerly, President,
    Boston, MA                                      State Street Bank and Trust Company and State Street Boston Corporation; and
                                                    Trustee, Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    Gregor F. Meyer             Trustee             Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
    5916 Penn Mall                                  Director, Eat 'N Park Restaurants, Inc.; Director, Trustee, or Managing
    Pittsburgh, PA                                  General Partner of the Funds; formerly, Vice Chairman, Horizon Financial,
                                                    F.A.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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


<TABLE>
<CAPTION>
                                   POSITIONS WITH                              PRINCIPAL OCCUPATIONS
          NAME AND ADDRESS           THE TRUST                                 DURING PAST FIVE YEARS
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    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
- --------------------------------------------------------------------------------------------------------------------------------
    J. Christopher Donahue*     Vice President      President and Trustee, Federated Investors; President and Trustee, Federated
    Federated Investors                             Advisers, Federated Management, and Federated Research; Director and
    Tower                                           President, Federated Research Corp.; President, Passport Research, Ltd.;
    Pittsburgh, PA                                  Trustee, Federated Administrative Services, Federated Services Company,and
                                                    Federated Shareholder Services; President or Vice President of the Funds;
                                                    Director, Trustee, or Managing General Partner of some of the Funds. Mr.
                                                    Donahue is the son of John F. Donahue, Chairman and Trustee of the Trust.
- --------------------------------------------------------------------------------------------------------------------------------
    Richard B. Fisher           Vice President      Executive Vice President and Trustee, Federated Investors; 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 Trustee, Federated Administrative Services; Trustee or Director of some
                                                    of the Funds; Vice President and Treasurer of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
    John W. McGonigle           Vice President      Vice President, Secretary, General Counsel, and Trustee, Federated
    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 Trustee, Federated
                                                    Administrative Services; Director and Executive Vice President, Federated
                                                    Securities Corp.; Vice President and Secretary of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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


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



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

FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding shares of the Fund.


As of July 12, 1994, the following shareholders of record owned 5% or more of
the outstanding shares of the Fund: SNBSO & Co., Springfield, OH, owned
approximately 68,132 shares 15.72%; Parcol & Co., Akron, OH, owned approximately
37,297 shares 8.60%; Grand Old Company, Zanesville, OH, owned approximately
42,314 shares 9.76%; Lorban & Company, Elvira, OH, owned approximately 30,066
shares 6.94%; MAHCO, Youngstown, OH, owned approximately 24,267 shares 5.60%;
Federated Disbursing Corp., Pittsburgh, PA, owned approximately 97,935 shares
22.59%; Holdon, Findlay, OH, owned approximately 31,641 shares 7.30%; and
Holdon, Findlay, OH, owned approximately 61,853 shares 14.27%.


THE FUNDS


"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.; Insurance Management
Series; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty U.S. Government Money Market Trust; Liberty Term Trust, Inc.-1999;
Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain
Funds; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; 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; Trust for U.S.
Treasury Obligations; and World Investment Series, Inc.


TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgement 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 (the "Adviser"). 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, his wife, and his son, J. Christopher Donahue. John F. Donahue is
Chairman and Trustee of Federated Management, Federated Investors, and the
Trust. J. Christopher Donahue is President and Trustee of Federated Management
and Federated Investors; Trustee, Federated Administrative Services and
Federated Services Company; and Vice President of the Trust. John W. McGonigle
is Vice President, Secretary, and Trustee, Federated Management; Vice President
and Secretary of Federated Research Corp.; Vice President, Secretary, Trustee,
and General Counsel, Federated Investors; Executive Vice President, Secretary,
and Trustee, Federated Administrative Services; Executive Vice President and
Director, Federated Securities Corp.; Trustee of 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 Fund.


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


ADVISORY FEES



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



For the period from December 2, 1993 (date of initial public investment) to May
31, 1994, the Adviser earned advisory fees of $6,929, all of which was
voluntarily waived. In addition, the Adviser reimbursed other operating expenses
of $35,630.


    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 2.5% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1.5% per year
       of the remaining average net assets, the Adviser will reimburse the Trust
       for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee. This arrangement is not part of the advisory contract and
       may be amended or rescinded in the future.

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
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc. may,
hereinafter, collectively be referred to as the "Administrators.") For the
period from December 2, 1993 (date of initial public investment) to May 31,
1994, the Administrators collectively earned $1,225, none of which was waived.
Dr. Henry Gailliot, an officer of Federated Management, the Adviser to the Fund,
holds approximately 20% of the outstanding common stock and serves as director
of Commercial Data Services, Inc., a company which provides computer processing
services to the Administrators.



SHAREHOLDER SERVICES PLAN

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


This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to financial institutions 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: 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 changing dividend options, account designations, and addresses.



For the fiscal period ending May 31, 1994, payments in the amount of $437 were
made pursuant to the Shareholder Services Plan, all of which were paid to
financial institutions.


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. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling shares of the Fund and other Federated
Funds. 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
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, shares are sold
at their net asset value on days the New York Stock Exchange is open for
business. The procedure for purchasing shares is explained in the prospectus
under "Investing in the Fund."

CONVERSION TO FEDERAL FUNDS


It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. State Street Bank and Trust Company ("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 net asset value is
calculated by the Fund are described in the prospectus. Net asset value will not
be calculated on the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

VALUING MUNICIPAL BONDS

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

USE OF AMORTIZED COST


The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less, at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.


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


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


REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the net asset value of the Fund, whichever is less, for any one shareholder
within a 90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Trust will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable. Such securities will be
readily marketable, to the extent available.


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

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

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 of 1986, as amended,
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


    CAPITAL GAINS

       Capital gains or losses may be realized by the Fund on the sale of
       portfolio securities and as a result of discounts from par value on
       securities held to maturity. Sales would generally be made because of:

       - the availability of higher relative yields;

       - differentials in market values;

       - new investment opportunities;

       - changes in creditworthiness of an issuer; or

       - an attempt to preserve gains or limit losses.

       Distributions of long-term capital gains are taxed as such, whether they
       are taken in cash or reinvested, and regardless of the length of time the
       shareholder has owned shares. Any loss by a shareholder on Fund shares
       held for less than six months and sold after a capital gains distribution
       will be treated as a long-term capital loss to the extent of the capital
       gains distribution.


TOTAL RETURN

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


The Fund's cumulative total return for the period from December 2, 1993 (date of
initial public investment) to May 31, 1994 was (2.52%). Cumulative total return
reflects the Fund's total performance over a specific period of time. The Fund's
total return is representative of only five months of investment activity since
the Fund's effective date.



The average annual total return for 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 maximum 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 the thirty-day period ended May 31, 1994, was 4.96%.


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


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


The Fund's tax-equivalent yield for the thirty-day period ended May 31, 1994,
was 9.38%.


The tax-equivalent yield for the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.60% Federal tax rate and assuming that
income is 100% tax-exempt.

TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax and is free
from the income taxes imposed by the State of Ohio (some portion of the Fund's
income may be subject to the federal alternative minimum tax and state and local
taxes.) As the table below indicates, a "tax-free" investment is an attractive
choice for investors, particularly in times of narrow spreads between "tax-free"
and taxable yields.

<TABLE>
<S>                <C>           <C>                <C>                 <C>                  <C>
                                     TAXABLE YIELD EQUIVALENT FOR 1994
                                               STATE OF OHIO
- -----------------------------------------------------------------------------------------------------------
TAX BRACKET:
- -----------------------------------------------------------------------------------------------------------
FEDERAL              15.00%          28.00%              31.00%              36.00%              39.60%
- -----------------------------------------------------------------------------------------------------------
COMBINED
  FEDERAL AND
  STATE             20.201%          34.900%            37.900%              43.500%            47.100%
- -----------------------------------------------------------------------------------------------------------
JOINT RETURN:      $1-22,100     $22,101-53,500     $53,501-115,000     $115,001-250,000      OVER 250,000
SINGLE RETURN:     $1-22,100     $22,101-53,500     $53,501-115,000     $115,001-250,000      OVER 250,000
- -----------------------------------------------------------------------------------------------------------
  TAX-EXEMPT
     YIELD                                         TAXABLE YIELD EQUIVALENT
- -----------------------------------------------------------------------------------------------------------
     1.50%           1.88%            2.30%              2.42%                2.65%              2.84%
     2.00%           2.51%            3.07%              3.22%                3.54%              3.78%
     2.50%           3.13%            3.84%              4.03%                4.42%              4.73%
     3.00%           3.76%            4.61%              4.83%                5.31%              5.67%
     3.50%           4.39%            5.38%              5.64%                6.19%              6.62%
     4.00%           5.01%            6.14%              6.44%                7.08%              7.56%
     4.50%           5.64%            6.91%              7.25%                7.96%              8.51%
     5.00%           6.27%            7.68%              8.05%                8.85%              9.45%
     5.50%           6.89%            8.45%              8.86%                9.73%              10.40%
     6.00%           7.52%            9.22%              9.66%               10.62%              11.34%
</TABLE>

Note: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent. Furthermore, additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.

The charts above are for illustrative purposes only. They are not an indicator
of past or future performance of the Fund.

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

The performance of the Fund 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; and

- - various other factors.


The Fund's 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 as
described above.


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 specific period of time.
  From time to time, the Fund will quote its Lipper ranking in the "other states
  intermediate municipal debt 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.



- - LEHMAN BROTHERS FIVE-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of all state general obligation debt issues with maturities between four and
  six years. These bonds are rated A or better and represent a variety of coupon
  ranges. Index figures are total returns calculated for one, three and twelve
  month periods as well as year-to-date. Total returns are also calculated as of
  the index inception December 31, 1979.



- - LEHMAN BROTHERS TEN-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of the same issues noted above except that the maturities range between nine
  and eleven years. Index figures are total returns calculated for the same
  periods as listed above.


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


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

STANDARD AND POOR'S CORPORATION MUNICIPAL BOND RATINGS

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

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

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

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATINGS

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

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

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

NR--Not rated by Moody's.

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

FITCH INVESTORS SERVICE, INC.

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

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

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

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.

STANDARD AND POOR'S CORPORATION MUNICIPAL NOTE RATINGS

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

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

MOODY'S INVESTORS SERVICE, INC. SHORT-TERM LOAN RATINGS

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

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


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

STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATINGS

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for issues
designated A-1.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. PRIME-1
repayment capacity will normally be evidenced by the following characteristics:

- - Leading market positions in well-established industries.

- - High rates of return on funds employed.

- - Conservative capitalization structure with moderate reliance on debt and ample
asset protection.

- - Broad margins in earning coverage of fixed financial charges and high internal
cash generation.

- - Well-established access to a range of financial markets and assured sources of
alternative liquidity.

PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.


                                                                 458810405

                                                                 3081602B (7/94)


PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
PROSPECTUS

The Shares of Pennsylvania Intermediate Municipal Trust (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Intermediate Municipal
Trust (the "Trust"), an open-end management investment company (a mutual fund).

The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. The Fund invests primarily in a portfolio of
Pennsylvania municipal securities including securities of states, territories
and possessions of the United States which are not issued by or on behalf of the
Commonwealth of Pennsylvania or its political subdivisions, but which are exempt
from federal regular income tax and Pennsylvania state personal income taxes.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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


The Fund has also filed a Statement of Additional Information, dated July 31,
1994, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-235-4669. To obtain other information or 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 July 31, 1994

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

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


FINANCIAL HIGHLIGHTS                                                           2

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


GENERAL INFORMATION                                                            3

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


INVESTMENT INFORMATION                                                         3

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


  Investment Objective                                                         3


  Investment Policies                                                          3


     Acceptable Investments                                                    3


       Average Maturity                                                        4


       Characteristics                                                         4


       Participation Interests                                                 4


       Variable Rate Municipal Securities                                      4


       Municipal Leases                                                        5

     When-Issued and Delayed

       Delivery Transactions                                                   5


     Temporary Investments                                                     5


  Pennsylvania Municipal Securities                                            6


  Investment Risks                                                             6


  Non-Diversification                                                          6


  Investment Limitations                                                       7


INTERMEDIATE MUNICIPAL TRUST

  INFORMATION                                                                  7

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


  Management of the Trust                                                      7


     Board of Trustees                                                         7


     Investment Adviser                                                        7


       Advisory Fees                                                           8


       Adviser's Background                                                    8


  Distribution of Fund Shares                                                  8


  Administration of the Fund                                                   9


     Administrative Services                                                   9


     Shareholder Services Plan                                                 9


     Other Payments to Financial Institutions  9


     Custodian                                                                 9


     Transfer Agent and Dividend
       Disbursing Agent                                                        9


     Legal Counsel                                                             9



     Independent Public Accountants                                            9


  Expenses of the Fund                                                        10


NET ASSET VALUE                                                               10

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


INVESTING IN THE FUND                                                         10

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

  Share Purchases                                                             10


     By Wire                                                                  10


     By Mail                                                                  10


  Subaccounting Services                                                      11


  Minimum Investment Required                                                 11


  What Shares Cost                                                            11


  Exchanging Securities for Fund Shares                                       11


  Certificates and Confirmations                                              11


  Dividends and Distributions                                                 12


  Capital Gains                                                               12



REDEEMING SHARES                                                              12

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


     By Telephone                                                             12


     By Mail                                                                  12


     Signatures                                                               13


  Accounts with Low Balances                                                  13



SHAREHOLDER INFORMATION                                                       13

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


  Voting Rights                                                               13


  Massachusetts Partnership Law                                               14



TAX INFORMATION                                                               14

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


  Federal Income Tax                                                          14


  Pennsylvania Taxes                                                          15


  Other State and Local Taxes                                                 15



PERFORMANCE INFORMATION                                                       16

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


FINANCIAL STATEMENTS                                                          17

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


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 27

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

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


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


<TABLE>
<S>                                                                             <C>      <C>
                               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........................................................................     None
Exchange Fee..........................................................................     None
                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1)......................................................    0.00%
12b-1 Fee.............................................................................     None
Total Other Expenses (after expense reimbursement)....................................    0.45%
     Shareholder Services Fee(2).............................................    0.05%
          Total Fund Operating Expenses(3)............................................    0.45%
</TABLE>



(1) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time at
its sole discretion. The maximum management fee is 0.50%.



(2) The maximum shareholder services fee is 0.25%.



(3) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending May 31, 1995. The Total Fund Operating
Expenses were 0.25% for the fiscal year ended May 31, 1994 and were 5.31% absent
the voluntary waiver of the management fee and the voluntary reimbursement of
certain other operating expenses.



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



<TABLE>
<CAPTION>
                                  EXAMPLE                                     1 year    3 years
- ---------------------------------------------------------------------------   ------    -------
<S>                                                                           <C>       <C>
You would pay the following expenses on a $1,000 investment assuming
  (1) 5% annual return and (2) redemption at the end of each time
  period...................................................................     $5        $14
</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.



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 27.



<TABLE>
<CAPTION>
                                                                            YEAR ENDED
                                                                          MAY 31, 1994*
                                                                          --------------
<S>                                                                       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $10.00
- -----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------
  Net investment income                                                         0.23
- -----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                       (0.15)
- -----------------------------------------------------------------------   ----------
  Total from investment operations                                              0.08
- -----------------------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------
  Dividends to shareholders from net investment income                         (0.23)
- -----------------------------------------------------------------------   ----------
NET ASSET VALUE, END OF PERIOD                                                 $9.85
- -----------------------------------------------------------------------   ----------
TOTAL RETURN**                                                                  0.76%
- -----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------
  Expenses                                                                      0.25%(a)
- -----------------------------------------------------------------------
  Net investment income                                                         4.76%(a)
- -----------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                              5.06%(a)
- -----------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                     $2,881
- -----------------------------------------------------------------------
  Portfolio turnover rate                                                         39%
- -----------------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from December 5, 1993 (date of initial
   public investment) to May 31, 1994.


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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

(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 for the period ended May 31, 1994, which can be obtained free of
charge.



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


Intermediate Municipal Trust (the "Trust") was established as a Massachusetts
business trust under a Declaration of Trust dated May 31, 1985. 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.


Shares of the Fund are designed for the investment of moneys generally held by
financial institutions in a fiduciary capacity. A minimum initial investment of
$25,000 over a 90-day period is required. The Fund is not likely to be a
suitable investment for non-Pennsylvania taxpayers or retirement plans since
Pennsylvania municipal securities are not likely to produce competitive
after-tax yields for such persons and entities when compared to other
investments.

Shares are 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 to provide current income exempt from
federal regular income tax and the personal income taxes imposed by the
Commonwealth of Pennsylvania. Interest income of the Fund that is exempt from
federal regular income tax and Pennsylvania state personal income tax retains
its tax-free status when distributed to the Fund's shareholders. The Fund
pursues its investment objective by investing at least 80% of its net assets in
a diversified portfolio of Pennsylvania municipal securities. The portfolio has
a dollar-weighted average maturity of not less than three or more than ten
years. 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. The investment objective and the policy stated above cannot
be changed without approval of shareholders.

INVESTMENT POLICIES

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

ACCEPTABLE INVESTMENTS.  The Pennsylvania municipal securities in which the Fund
invests are:

     - obligations issued by or on behalf of the Commonwealth of Pennsylvania,
       its political subdivisions, or agencies;

     - debt obligations of any state, territory, or possession of the United
       States, or any political subdivision of any of these; and

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

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income taxes
imposed by the Commonwealth of Pennsylvania.


The prices of fixed income securities fluctuate inversely to the direction of
interest rates.



     AVERAGE MATURITY.  The dollar-weighted average maturity of the Fund's
     portfolio of Pennsylvania municipal securities will not be less than three
     years or more than ten years. For purposes of determining the
     dollar-weighted average maturity of the Fund's portfolio, the maturity of a
     municipal security will be its ultimate maturity, unless it is probable
     that the issuer of the security will take advantage of maturity-shortening
     devices such as a call, refunding, or redemption provision, in which case
     the maturity date will be the date on which it is probable that the
     security will be called, refunded, or redeemed. If the municipal security
     includes the right to demand payment, the maturity of the security for
     purposes of determining the Fund's dollar-weighted average portfolio
     maturity will be the period remaining until the principal amount of the
     security can be recovered by exercising the right to demand payment.

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


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


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

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

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

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

     - unrated if determined to be of equivalent quality to one of the foregoing
       rating categories by the Fund's investment adviser.

     If a security is subsequently downgraded, the adviser will determine
     whether it continues to be an acceptable investment; if not, the security
     will be sold. A description of the ratings categories is contained in the
     Appendix to the Statement of Additional Information.


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



     VARIABLE RATE MUNICIPAL SECURITIES.  Some of the Pennsylvania municipal
     securities which the Fund purchases may have variable interest rates.
     Variable interest rates are ordinarily stated as a percentage of a
     published interest rate, interest rate index, or a similar standard, such
     as the 91-day U.S. Treasury bill rate. Many variable rate municipal
     securities are subject to payment of principal on demand by the Fund in not

     more than seven days. All variable rate municipal


     securities will meet the quality standards for the Fund. The Fund's
     investment adviser has been instructed by the Trustees to monitor the
     pricing, quality, and liquidity of the variable rate municipal securities,
     including participation interests held by the Fund on the basis of
     published financial information and reports of the rating agencies and
     other analytical services.

     MUNICIPAL LEASES.  Also included within the general category of municipal
     securities are certain lease obligations or installment purchase contract
     obligations and participations therein (hereinafter collectively called
     "lease obligations") of municipal authorities or entities. Although lease
     obligations do not constitute general obligations of the municipality for
     which the municipality's taxing power is pledged, a lease obligation is
     ordinarily backed by the municipality's covenant to budget for, appropriate
     and make the payments due under the lease obligation. Interest on lease
     obligations is tax-exempt to the same extent as if the municipality had
     issued debt obligations to finance the underlying project or purchase.
     However, certain lease obligations contain "non-appropriation" clauses
     which provide that the municipality has no obligation to make lease or
     installment purchase payments in future years unless money is appropriated
     for such purpose on a yearly basis. In addition to the "non-appropriation"
     risk, these securities represent a relatively new type of financing that
     has not yet developed the depth of marketability associated with more
     conventional bonds, and some lease obligations may be illiquid. Although
     "non-appropriation" lease obligations are generally secured by the leased
     property, disposition of the property in the event of foreclosure might
     prove difficult. In addition, the tax treatment of such obligations in the
     event of "non-appropriation" is unclear. The Fund does not intend to invest
     more than 10% of its total assets in lease obligations that contain
     "non-appropriation" clauses.

     If the Fund purchases unrated municipal leases, the Trustees will be
     responsible for determining, on an ongoing basis, the credit quality of
     such leases and the likelihood that such lease will not be cancelled.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase
Pennsylvania municipal securities 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.

TEMPORARY INVESTMENTS.  The Fund normally invests its assets in Pennsylvania
municipal securities, as described above. However, from time to time, when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Fund may invest in short-term non-Pennsylvania municipal
tax-exempt obligations or taxable temporary investments. These temporary
investments include: notes issued by or on behalf of municipal or corporate
issuers; obligations issued or guaranteed by the U.S. government, its agencies,
or instrumentalities; other debt securities; commercial paper; certificates of
deposit of banks; and repurchase agreements (arrangements in which the
organization selling the Fund a bond or temporary investment agrees at the time
of sale to repurchase it at a mutually agreed upon time and price).

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


Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or Pennsylvania state personal income tax.

PENNSYLVANIA MUNICIPAL SECURITIES

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

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

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. However, interest on and principal of revenue bonds are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Pennsylvania municipal securities depend on a variety of factors,
including, but not limited to: the general conditions of the municipal bond
market; the size of the particular offering; the maturity of the obligations;
and the rating of the issue. Further, any adverse economic conditions or
developments affecting the Commonwealth of Pennsylvania or its municipalities
could impact the Fund's portfolio. The ability of the Fund to achieve its
investment objective also depends on the continuing ability of the issuers of
Pennsylvania municipal securities and participation interests, or the guarantors
of either, to meet their obligations for the payment of interest and principal
when due. Investing in Pennsylvania municipal securities which meet the Fund's
quality standards may not be possible if the Commonwealth of Pennsylvania or its
municipalities do not maintain their current credit ratings. In addition, any
Pennsylvania constitutional amendments, legislative measures, executive orders,
administrative regulations, and voter initiatives could result in adverse
consequences affecting Pennsylvania municipal securities.

NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities because the higher percentage of
investments among fewer issuers may result in greater fluctuation in the total
market value of the Fund's portfolio. Any economic, political, or regulatory
developments affecting the value of the securities in the Fund's portfolio will
have a greater impact on the total value of the portfolio than would be the case
if the portfolio were diversified among more issuers.



The Fund intends to comply with Subchapter M of the Internal Revenue Code, as
amended. This undertaking requires that at the end of each quarter of the
taxable year, with regard to at least 50% of the Fund's total assets, no more
than 5% of its total assets are invested in the securities of a single issuer;
beyond that, no more than 25% of its total assets are invested in the securities
of a single issuer.


INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an arrangement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 10% of the value of
total assets to secure such borrowings. The Fund does not intend to make any
borrowing during the coming fiscal year.

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


In order to pass-through to investors the tax-free income from the Fund for
purposes of Pennsylvania state personal income taxes, the Fund will invest in
securities for income earnings rather than trading for profit. The Fund will not
vary its investments, except to: (i) eliminate unsafe investments and
investments not consistent with the preservation of the capital or the tax
status of the investments of the Fund; (ii) honor redemption orders, meet
anticipated redemption requirements, and negate gains from discount purchases;
(iii) reinvest the earnings from securities in like securities; or (iv) defray
normal administrative expenses (the "Pennsylvania Investment Restrictions").
Legislation enacted in December, 1993, eliminates the necessity of the
Pennsylvania Investment Restrictions. Consequently, the Trustees may vote to
eliminate the Pennsylvania Investment Restrictions.


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 restricted securities determined by the Trustees
not to be liquid.

INTERMEDIATE MUNICIPAL 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 business affairs of the Trust and for
exercising all of the powers of the Trust 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.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Management, the Fund's
investment adviser (the "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 .50 of 1% of the Fund's average daily net assets. Under the
     investment advisory contract, the Adviser may reimburse the Fund the
     amount, limited to the amount of the advisory fee, by which the Fund's
     aggregate annual operating expenses, including its investment advisory fee,
     but excluding interest, taxes, brokerage commissions, insurance premiums,
     expenses of registering and qualifying the Fund and its shares under
     federal and state laws, expenses of withholding taxes, and extraordinary
     expenses, exceed a certain percentage of its average daily net assets. This
     does not include reimbursement to the Fund of any expenses incurred by
     shareholders who use the transfer agent's sub-accounting facilities. The
     Adviser can terminate this voluntary reimbursement of expenses at any time
     at its sole discretion. The Adviser has also undertaken to reimburse the
     Fund for operating expenses in excess of limitations established by certain
     states.

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


     Jonathan C. Conley has been the Fund's co-portfolio manager since the
     Fund's inception. Mr. Conley joined Federated Investors in 1979 and has
     been a Vice President of the Adviser since 1982. Mr. Conley is a Chartered
     Financial Analyst and received his M.B.A. in Finance from the University of
     Virginia.



     J. Scott Albrecht has been the Fund's co-portfolio manager since the Fund's
     inception. Mr. Albrecht joined Federated Investors in 1989 and has been an
     Assistant Vice President of the Adviser since 1992. From 1989 until 1991,
     Mr. Albrecht acted as an investment analyst. Mr. Albrecht was a municipal
     credit analyst at Mellon Bank, N.A. from 1985 until 1989. Mr. Albrecht is a
     Chartered Financial Analyst and received his M.S. in Management from
     Carnegie Mellon University.



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


DISTRIBUTION OF FUND SHARES

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


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 (the "Federated Funds") as specified below:



<TABLE>
<CAPTION>
       MAXIMUM               AVERAGE AGGREGATE DAILY NET
 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.



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.


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


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,
Pittsburgh, Pennsylvania, with offices in Boston, Massachusetts, 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, L.L.P., Washington,
D.C.


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


EXPENSES OF THE FUND

Holders of shares pay their allocable portion of Fund and Trust expenses.

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

The Fund expenses for which shareholders pay their allocable portion include,
but are not limited to: registering the Fund and shares of the Fund; investment
advisory services; taxes and commissions; custodian fees; insurance premiums;
auditors' fees; and such non-recurring and extraordinary items as may arise from
time to time.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of all securities and other assets, less liabilities, by the number of
shares outstanding.

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

SHARE PURCHASES

Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business. Shares may be purchased either by wire or mail. The Fund reserves
the right to reject any purchase request.

To purchase shares of the Fund, open an account by calling Federated Securities
Corp. Information needed to establish the account will be taken over the
telephone.


BY WIRE.  To purchase shares of the Fund by Federal Reserve wire, call the Fund
before 4:00 P.M. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00 P.M.
(Eastern time) on the next business day following the order. Federal funds
should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts, Attention: EDGEWIRE: For Credit to: Pennsylvania Intermediate
Municipal Trust; Fund Number (this number can be found on the Account Statement
or by contacting the Fund); Group Number or Order Number; Nominee or Institution
Name; and ABA Number 011000028. Shares cannot be purchased on days on which the
New York Stock Exchange is closed and on federal holidays restricting wire
transfers.



BY MAIL.  To purchase shares of the Fund by mail, send a check made payable to
Pennsylvania Intermediate Municipal Trust to the Fund's transfer agent,
Federated Services Company, c/o State Street Bank and Trust Company, P.O. Box
8602, Boston, Massachusetts 02266-8602. Orders by mail are considered received
when payment by check is converted by the transfer agent's bank, State Street




Bank, into federal funds. This is normally the next business day after State
Street Bank receives the check.


SUBACCOUNTING SERVICES

Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Financial 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.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund 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 bank or broker may be subject to a
different minimum investment requirement.

WHAT SHARES COST

Shares of the Fund 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. (Eastern 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; or (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 municipal securities or a combination of
securities and cash for Fund shares. The securities and cash must have a market
value of at least $25,000. The Fund reserves the right to determine the
acceptability of the securities to be exchanged. Securities accepted by the Fund
are valued in the same manner as the Fund values its assets. Shareholders
wishing to exchange securities should first contact Federated Securities Corp.


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
in writing.



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

DIVIDENDS AND DISTRIBUTIONS


Dividends are declared daily and paid monthly to all shareholders invested in
the Fund on the record date. Dividends and distributions are automatically
reinvested in additional shares of the Fund on payment dates at the ex-dividend
date net asset value, unless shareholders request cash payments on the new
account form or by writing to Federated Services Company. All shareholders on
the record date are entitled to the dividend.


CAPITAL GAINS

Distributions of net realized long term capital gains realized by the Fund, if
any, will be made at least once every twelve months.

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

The Fund redeems shares at their net asset value next determined after State
Street Bank 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.


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


BY TELEPHONE.  Shareholders may redeem their shares by telephoning the Fund
before 4:00 P.M. (Eastern time). All 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 redemption
requests must first be completed. It is recommended that investors request this
privilege at the time of their initial application. If not completed at the time
of initial application, authorization forms and information on this service can
be obtained through 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.

BY MAIL.  Shareholders may redeem shares by sending a written request to the
Fund. The written request should include the shareholder's name, the Fund name
the 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, 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, which is administered by the
       FDIC; or


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

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

The Fund and 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.

Normally, a check for the proceeds is mailed to the shareholder within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request provided State Street Bank has received payment for
shares from the shareholder.

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 the required minimum value of $25,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $25,000 because of changes in the 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 of July 1, 1994, Univest & Company, Souderton, PA, owned
42.66% of the voting securities of the Fund, and, therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.


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 shareholders for this
purpose shall be called by


the Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of all series in the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

In the unlikely event a shareholder of the Fund 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 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 of 1986, as amended, applicable to regulated
investment companies and to receive the special tax treatment afforded to such
companies. The Fund will be treated as a single, separate entity for federal
income tax purposes so that income (including capital gains) and losses realized
by the Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.



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


The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.


Interest on certain "private activity" bonds issued after August 7, 1986, is
treated as a tax preference item for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads, schools,
libraries, prisons, and other public facilities, private activity bonds provide
benefits to private parties. The Fund may purchase all types of municipal bonds,
including private activity bonds. Thus, should it purchase any such bonds, a
portion of the Fund's dividends may be treated as a tax preference item.


In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the


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

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

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

PENNSYLVANIA TAXES


The Fund has received a ruling from the Commonwealth of Pennsylvania Department
of Revenue that interest or gain derived by the Fund from obligations free from
state taxation in Pennsylvania is not taxable on pass-through to Fund
shareholders for purposes of Pennsylvania personal income taxes. This is based
upon the existence of the Pennsylvania Investment Restrictions (see "Investment
Limitations"). However, legislation enacted in December, 1993, eliminates the
necessity of the Pennsylvania Investment Restrictions. That legislation also
generally repeals the Pennsylvania personal income tax exemption for gains from
the sale of tax-exempt obligations, including the exemption for distributions
from the Fund to the extent they are derived from gains from tax-exempt
obligations.


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

     - the Fund would not be liable to pay Pennsylvania corporate or personal
       property taxes; and

     - Fund shares are exempt from personal property taxes imposed by counties
       in Pennsylvania to the extent that the the Fund invests in obligations
       that are exempt from such taxes.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from state income taxes in states
other than Pennsylvania or from personal property taxes. State laws differ on
this issue, and 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, yield, and
tax-equivalent yield.

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


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



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS

MAY 31, 1994

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


<TABLE>
<CAPTION>
                                                                             CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
 AMOUNT                                                                      OR S&P*      VALUE
- ---------      -----------------------------------------------------------   -------    ----------
<C>       <C>  <S>                                                           <C>        <C>
SHORT-TERM MUNICIPAL SECURITIES--22.6%
- --------------------------------------------------------------------------
$100,000       Government Development Bank of Puerto Rico, Weekly VRDNs,
               (Credit Suisse and Sumitomo Bank Ltd. LOCs)                    VMIG1     $  100,000
               -----------------------------------------------------------
 100,000       Government Development Bank of Puerto Rico, Weekly VRDNs,
               (Credit Suisse and Sumitomo Bank Ltd. LOCs)                    VMIG1        100,000
               -----------------------------------------------------------
 300,000       Government Development Bank of Puerto Rico, Weekly VRDNs,
               (Credit Suisse and Sumitomo Bank Ltd. LOCs)                    VMIG1        300,000
               -----------------------------------------------------------
 150,000       Government Development Bank of Puerto Rico, Weekly VRDNs,
               (Credit Suisse and Sumitomo Bank Ltd. LOCs)                    VMIG1        150,000
               -----------------------------------------------------------              ----------
               TOTAL SHORT-TERM MUNICIPAL SECURITIES
               (AT AMORTIZED COST)                                                         650,000
               -----------------------------------------------------------              ----------
INTERMEDIATE-TERM MUNICIPAL SECURITIES--97.1%
- --------------------------------------------------------------------------
 100,000       Allegheny County, PA, 6.00% UT GO Bonds (Series C-39)/
               (AMBAC Insured)/(Original Issue Yield: 6.098%), 5/1/2012        Aaa         100,141
               -----------------------------------------------------------
</TABLE>



<TABLE>
<C>       <C>  <S>                                                           <C>        <C>
 100,000       Altoona Area School District, PA, 5.35% GO Bonds
               (Series 1994), 1/15/2004                                        AAA          97,971
               -----------------------------------------------------------
 125,000       Bedford Area School District, Bedford County, PA, 5.45% GO
               Bonds (Series A-1994)/(MBIA Insured), 4/15/2003                 AAA         126,658
               -----------------------------------------------------------
 125,000       Borough of Franklin Park, PA, 5.50% GO Bonds (Series
               1994)/(AMBAC Insured), 11/1/2004                                AAA         126,376
               -----------------------------------------------------------
 100,000       Central Bucks School District, Bucks County, PA, 5.40% GO
               Bonds (Series 1994)/(FGIC Insured), 5/15/2003                   AAA         100,104
               -----------------------------------------------------------
 100,000       Chester County, PA, Health and Education Facilities
               Authority, 4.80% Revenue Bonds (Main Line Health System)/
               (Series A-1994)/(Original Issue Yield: 4.90%), 5/15/2003        AA-          92,513
               -----------------------------------------------------------
 100,000       City of Allentown School District, Lehigh County, PA, 5.35%
               GO Bonds (Series B-1994)/(AMBAC Insured), 8/15/2003             Aaa         100,396
               -----------------------------------------------------------
 100,000       Dauphin County, PA, 5.20% UT GO Bonds (Series B)/
               (MBIA Insured)/(Original Issue Yield: 5.30%), 3/15/2004         Aaa          97,817
               -----------------------------------------------------------
</TABLE>



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
 AMOUNT                                                                      OR S&P*      VALUE
- ---------      -----------------------------------------------------------   -------    ----------
<C>       <C>  <S>                                                           <C>        <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
$100,000       Delaware County, PA, Authority Hospital, 4.50% Revenue
               Bonds (Crozer-Chester Medical Center)/(MBIA Insured)/
               (Original Issue Yield: 4.60%), 12/15/2001                       Aaa      $   94,780
               -----------------------------------------------------------
 125,000       Eastern York School District, PA, 5.55% GO Bonds, 6/1/2003      Aaa         127,573
               -----------------------------------------------------------
 100,000       Easton, PA, Area Joint Sewer Authority, 6.00% Refunding
               Revenue Bonds (Asset Guaranty Insured), 4/1/2006                AA          102,722
               -----------------------------------------------------------
 100,000       Lancaster, PA, Industrial Development Authority, 6.50%
               Refunding Revenue Bonds (Union Camp Corporation Project),
               3/1/2004                                                         A          108,085
               -----------------------------------------------------------
 100,000       Norristown Area School District, Montgomery County, PA,
               4.45% GO Bonds (Series 1994), 9/1/2003                          Aa           91,371
               -----------------------------------------------------------
 100,000       Pennsylvania HFA, 5.30% SFM Revenue Bonds (Series 38),
               4/1/2003                                                        Aa           97,178
               -----------------------------------------------------------
 125,000       Pennsylvania Higher Educations Facilities Authority, 6.00%
               Health Services Revenue Bonds (University of
               Pennsylvania)/(Series A-1994), 1/1/2003                         AA-         128,277
               -----------------------------------------------------------
 100,000       Pennsylvania Infrastructure Investment Authority, 5.45%
               Revenue Bonds (Pennvest Loan Pool), 9/1/2003                    AA           99,638
               -----------------------------------------------------------
 100,000       Pennsylvania State, 6.50% UT GO Bonds (Series A)/
               (Original Issue Yield: 6.60%), 11/15/2010                       A1          103,838
               -----------------------------------------------------------
 125,000       Pennsylvania Turnpike Commission, 5.45% Revenue Bonds
               (Series P), 12/1/2002                                           A1          126,014
               -----------------------------------------------------------
 125,000       Pennsylvania State University, PA, 5.20% Revenue Bonds,
               8/15/2002                                                       AA-         124,906
               -----------------------------------------------------------
 125,000       Perkiomen Valley School District, (Montgomery County), PA,
               5.50% GO Bonds (Series-1994), 2/1/2004                          A1          125,234
               -----------------------------------------------------------
 100,000       Philadelphia, PA, IDA, 4.90% Refunding Revenue Bonds (PGH/
               CHDC Parking Facility)/(Original Issue Yield: 5.04%),
               7/1/2002                                                        AA           97,735
               -----------------------------------------------------------
 100,000       Philadelphia, PA, Hospital and Higher Education Facilities
               Authority, 5.25% Revenue Bonds (Willis Eye Hospital)/
               (Series 1994)/(Original Issue Yield: 5.40%), 7/1/2003            A           95,339
               -----------------------------------------------------------
</TABLE>



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
 AMOUNT                                                                      OR S&P*      VALUE
- ---------      -----------------------------------------------------------   -------    ----------
<C>       <C>  <S>                                                           <C>        <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
$100,000       Richland School District, (Cambria County), PA, 5.30% GO
               Bonds (Series 1994)/(MBIA Insured), 11/1/2003                   AAA      $   99,446
               -----------------------------------------------------------
 125,000       Solanco School District, (Lancaster County), PA, 5.60% UT
               GO Bonds (Series 1994)/(FGIC Insured), 2/15/2004                AAA         126,199
               -----------------------------------------------------------
 110,000       University of Pittsburgh, PA Higher Education, 5.75%
               Refunding Revenue Bonds (Series B)/(MBIA Insured), 6/1/2002     Aaa         114,282
               -----------------------------------------------------------
 100,000       Upper Darby, PA School District, 4.60% UT GO Bonds (Series
               1994)/(AMBAC Insured), 2/15/2004                                Aaa          92,406
               -----------------------------------------------------------              ----------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST, $2,846,530)                                             2,796,999
               -----------------------------------------------------------              ----------
               TOTAL INVESTMENTS (IDENTIFIED COST $3,496,530)                           $3,446,999+
               -----------------------------------------------------------              ----------
</TABLE>


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

+ The cost of investments for federal tax purposes amounts to $3,496,530. The
  net unrealized depreciation on a federal tax basis amounts to $49,531, which
  is comprised of $12,122 appreciation and $61,653 depreciation at May 31, 1994.

Note: The categories of investments are shown as a percentage of net assets
($2,880,594) at
      May 31, 1994.


PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


The following abbreviations are used in this portfolio.



<TABLE>
<S>   <C>
AMBAC --American Municipal Bond Assurance Corporation
GO    --General Obligation
FGIC  --Financial Guaranty Insurance Company
HFA   --Housing Finance Authority/Agency
IDA   --Industrial Development Authority
LOCs  --Letters of Credit
MBIA  --Municipal Bond Investors Assurance
SFM   --Single Family Mortgage
UT    --Unlimited Tax
VRDNs --Variable Rate Demand Notes
</TABLE>



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



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

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


<TABLE>
<S>                                                                      <C>         <C>
ASSETS:
- ---------------------------------------------------------------------------------
Investments in securities, at value (Note 2A) (identified and tax cost
  $3,496,530)                                                                        $3,446,999
- ---------------------------------------------------------------------------------
Cash                                                                                     77,180
- ---------------------------------------------------------------------------------
Receivable for Fund shares sold                                                          43,143
- ---------------------------------------------------------------------------------
Interest receivable                                                                      29,591
- ---------------------------------------------------------------------------------    ----------
     Total assets                                                                     3,596,913
- ---------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------
Payable for investments purchased                                        $627,155
- ----------------------------------------------------------------------
Payable for Fund shares repurchased                                        63,000
- ----------------------------------------------------------------------
Dividends payable (Note 2B)                                                 8,056
- ----------------------------------------------------------------------
Shareholder services fee payable (Note 4)                                     230
- ----------------------------------------------------------------------
Accrued expenses                                                           17,878
- ----------------------------------------------------------------------   --------
     Total liabilities                                                                  716,319
- ---------------------------------------------------------------------------------    ----------
NET ASSETS for 292,404 shares of beneficial interest outstanding                     $2,880,594
- ---------------------------------------------------------------------------------    ----------
NET ASSETS CONSISTS OF:
- ---------------------------------------------------------------------------------
Paid in capital                                                                      $2,968,200
- ---------------------------------------------------------------------------------
Unrealized depreciation of investments                                                  (49,531)
- ---------------------------------------------------------------------------------
Accumulated net realized loss on investments                                            (38,075)
- ---------------------------------------------------------------------------------    ----------
     Total Net Assets                                                                $2,880,594
- ---------------------------------------------------------------------------------    ----------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
($2,880,594 / 292,404 shares of beneficial interest outstanding)                     $     9.85
- ---------------------------------------------------------------------------------    ----------
</TABLE>


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


PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF OPERATIONS

YEAR ENDED MAY 31, 1994*

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


<TABLE>
<S>                                                                <C>        <C>        <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest income (Note 2B)                                                                $ 37,680
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                              $ 3,767
- --------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)                 246
- --------------------------------------------------------------------------
Custodian and portfolio accounting fees                                        29,122
- --------------------------------------------------------------------------
Shareholder services fee (Note 4)                                                 230
- --------------------------------------------------------------------------
Legal fees                                                                        500
- --------------------------------------------------------------------------
Printing and postage                                                            1,135
- --------------------------------------------------------------------------
Registration fees                                                               2,734
- --------------------------------------------------------------------------
Taxes                                                                              10
- --------------------------------------------------------------------------
Administrative personnel and services fee (Note 4)                              1,225
- --------------------------------------------------------------------------
Miscellaneous                                                                   1,050
- --------------------------------------------------------------------------    -------
     Total expenses                                                            40,019
- --------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                       $ 3,767
- ----------------------------------------------------------------
  Reimbursement of other operating expenses (Note 4)                34,400     38,167
- ----------------------------------------------------------------   -------    -------
     Net expenses                                                                           1,852
- -------------------------------------------------------------------------------------    --------
          Net investment income                                                            35,828
- -------------------------------------------------------------------------------------    --------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                           (38,075)
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                       (49,531)
- -------------------------------------------------------------------------------------    --------
     Net realized and unrealized loss on investments                                      (87,606)
- -------------------------------------------------------------------------------------    --------
          Change in net assets resulting from operations                                 $(51,778)
- -------------------------------------------------------------------------------------    --------
</TABLE>



* For the period from December 5, 1993 (date of initial public investment) to
  May 31, 1994.



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



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              YEAR ENDED
                                                                             MAY 31, 1994*
                                                                          -------------------
<S>                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------------------
Net investment income                                                         $    35,828
- -----------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($38,075 net loss
  as computed for federal tax purposes) (Note 2C)                                 (38,075)
- -----------------------------------------------------------------------
Change in unrealized appreciation on investments                                  (49,531)
- -----------------------------------------------------------------------   ----------------
     Change in net assets resulting from operations                               (51,778)
- -----------------------------------------------------------------------   ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
- -----------------------------------------------------------------------
Dividends to shareholders from net investment income                              (35,828)
- -----------------------------------------------------------------------   ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- -----------------------------------------------------------------------
Proceeds from sale of shares                                                    6,080,600
- -----------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
  dividends declared                                                                1,841
- -----------------------------------------------------------------------
Cost of shares redeemed                                                        (3,114,241)
- -----------------------------------------------------------------------   ----------------
     Change in net assets from fund share transactions                          2,968,200
- -----------------------------------------------------------------------   ----------------
          Change in net assets                                                  2,880,594
- -----------------------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------------------
Beginning of period                                                             --
- -----------------------------------------------------------------------   ----------------
End of period                                                                 $ 2,880,594
- -----------------------------------------------------------------------   ----------------
</TABLE>


* For the period from December 5, 1993 (date of initial public investment) to
  May 31, 1994.


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


PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
NOTES TO FINANCIAL STATEMENTS

MAY 31, 1994

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

(1) ORGANIZATION


Intermediate Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end, management
investment company. The Trust consists of three portfolios. The financial
statements included herein present only those of Pennsylvania Intermediate
Municipal Trust (the "Fund"). The financial statements of the other portfolios
are presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held.


(2) SIGNIFICANT ACCOUNTING POLICIES


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



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



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



C. FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
   Code applicable to regulated investment companies and to distribute to
   shareholders each year substantially all of its tax-exempt income.
   Accordingly, no provisions for federal tax are necessary. Additionally, net
   capital losses of ($38,075) attributable to security transactions incurred
   after October 31, 1993 are treated as arising on June 1, 1994, the first day
   of the Fund's next taxable year.



D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
   when-issued or delayed delivery transactions. A Fund records when-issued
   securities on the trade date 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.


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


PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

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


<TABLE>
<CAPTION>
                                                                                YEAR ENDED
                                                                              MAY 31, 1994*
- ---------------------------------------------------------------------------   --------------
<S>                                                                           <C>
Shares sold                                                                       603,068
- ---------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                        183
- ---------------------------------------------------------------------------
Shares redeemed                                                                  (310,847)
- ---------------------------------------------------------------------------   ------------
Net change resulting from Fund share transactions                                 292,404
- ---------------------------------------------------------------------------   ------------
</TABLE>



* For the period from December 5, 1993 (date of initial public investment) to
May 31, 1994.


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, the Fund's investment adviser (the
"Adviser"), receives for its services an annual investment advisory fee equal to
.50% of the Fund's average daily net assets. The Adviser may voluntarily choose
to waive its fee and reimburse certain operating expenses of the Fund. The
Adviser can modify or terminate this voluntary waiver and reimbursement at any
time at its sole discretion.


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



SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Service Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average net assets for the Fund for the period. This fee is to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.



ORGANIZATIONAL EXPENSES--Organizational expenses of $24,690 and start-up
administrative service expenses of $31,506 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative service expenses during the five year period following
November 15, 1993 (date the Fund first became effective). For the period ended
May 31, 1994, the Fund paid $960 and $1,225, respectively, pursuant to this
agreement.



PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------


INTERFUND TRANSACTIONS--During the period ended May 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds pursuant to the
Rule 17a-7 of the Investment Company Act of 1940 amounting to $3,586,657 and
$2,000,000, respectively. These purchases and sales were conducted on an arms
length basis and transacted for cash consideration only, at independent current
market prices and without brokerage commissions, fees, or other remuneration.



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



(5) CONCENTRATION OF CREDIT RISK



Since the Fund invests a substantial portion of its assets in issuers located in
one state, it will be more susceptible to factors adversely affecting issuers of
that state than would be a comparable general tax-exempt mutual fund. In order
to reduce the credit risk associated with such factors, at May 31, 1994, 56% of
the securities in the portfolio of investments are backed by letters of credit
or bond insurance of various financial institutions and financial guaranty
assurance agencies. The aggregate percentages by financial institutions and
agencies ranged from 3% to 19% of total investments.



(6) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
period ended May 31, 1994, were as follows:



<TABLE>
<S>                                                                                <C>
- --------------------------------------------------------------------------------
PURCHASES                                                                          $3,570,108
- --------------------------------------------------------------------------------   ----------
SALES                                                                              $  683,773
- --------------------------------------------------------------------------------   ----------
</TABLE>



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

To the Shareholders and Board of Trustees of

INTERMEDIATE MUNICIPAL TRUST
(Pennsylvania Intermediate Municipal Trust):

We have audited the accompanying statement of assets and liabilities of
Pennsylvania Intermediate Municipal Trust (an investment portfolio of
Intermediate Municipal Trust, a Massachusetts business trust), including the
schedule of portfolio investments, as of May 31, 1994, and the related statement
of operations for the period then ended, and the statement of changes in net
assets, and financial highlights (see page 2 of the prospectus) for the period
presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.


We conducted our audit 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 as of May 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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Pennsylvania Intermediate Municipal Trust, an investment portfolio of
Intermediate Municipal Trust as of May 31, 1994, the results of its operations
for the period then ended, and changes in its net assets and financial
highlights for the period presented, in conformity with generally accepted
accounting principles.


                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
July 11, 1994


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


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


                                      PENNSYLVANIA
                                      INTERMEDIATE MUNICIPAL
                                      TRUST
                                      PROSPECTUS

                                      A Non-Diversified Portfolio of
                                      Intermediate Municipal Trust
                                      An Open-End, Management
                                      Investment Company


                                      July 31, 1994


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

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779


      458810306

      3081603A (7/94)

                   PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
                 (A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)

                      STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information should be read with the prospectus of
Pennsylvania Intermediate Municipal Trust (the "Fund") dated July 31, 1994. This
Statement is not a prospectus itself. To receive a copy of the prospectus, write
or call the Fund.


FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779


                         Statement dated July 31, 1994


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

      Distributor

      A subsidiary of FEDERATED INVESTORS

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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

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

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     2
  Temporary Investments                                                        2

  Portfolio Turnover                                                           3

  Investment Limitations                                                       3
  Investment Risks                                                             4

MANAGEMENT OF INTERMEDIATE MUNICIPAL TRUST                                     5
- ---------------------------------------------------------------

  Officers and Trustees                                                        5

  Fund Ownership                                                               7

  The Funds                                                                    7
  Trustee Liability                                                            7

INVESTMENT ADVISORY SERVICES                                                   7
- ---------------------------------------------------------------

  Adviser to the Fund                                                          7

  Advisory Fees                                                                8


ADMINISTRATIVE SERVICES                                                        8
- ---------------------------------------------------------------


SHAREHOLDER SERVICES PLAN                                                      8

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

BROKERAGE TRANSACTIONS                                                         8
- ---------------------------------------------------------------


PURCHASING SHARES                                                              9

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

  Conversion to Federal Funds                                                  9



DETERMINING NET ASSET VALUE                                                    9

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


  Valuing Municipal Bonds                                                      9

  Use of Amortized Cost                                                        9

REDEEMING SHARES                                                               9
- ---------------------------------------------------------------


  Redemption in Kind                                                          10



TAX STATUS                                                                    10

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


  The Fund's Tax Status                                                       10


  Shareholders' Tax Status                                                    10



TOTAL RETURN                                                                  10

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

YIELD                                                                         10
- ---------------------------------------------------------------


TAX-EQUIVALENT YIELD                                                          11

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


  Tax-Equivalency Table                                                       11



PERFORMANCE COMPARISONS                                                       12

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


APPENDIX                                                                      13

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


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------


The Fund is a portfolio in Intermediate Municipal Trust (the "Trust"). The Trust
was established as a Massachusetts business trust under a Declaration of Trust
dated May 31, 1985. On September 1, 1993, the name of the Trust was changed from
Federated Intermediate Municipal Trust to Intermediate Municipal Trust.


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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and the personal income taxes imposed by the
Commonwealth of Pennsylvania. The investment objective cannot be changed without
approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a portfolio of municipal securities which are
exempt from federal regular income tax and Pennsylvania state personal income
taxes. These securities include those issued by or on behalf of the Commonwealth
of Pennsylvania and Pennsylvania municipalities, and those issued by states,
territories and possessions of the United States which are exempt from federal
regular income tax and the Pennsylvania state personal income taxes.

    CHARACTERISTICS

       The Pennsylvania municipal securities in which the Fund invests have the
       characteristics set forth in the prospectus.


       A Pennsylvania municipal security will be determined by the Fund's
       adviser to meet the quality standards established by the Trust's Board of
       Trustees (the "Trustees") if it is of comparable quality to municipal
       securities within the Fund's rating requirements. The Trustees consider
       the creditworthiness of the issuer of a municipal security, the issuer of
       a participation interest if the Fund has the right to demand payment from
       the issuer of the interest, or the guarantor of payment by either of
       those issuers. The Fund is not required to sell a municipal security if
       the security's rating is reduced below the required minimum subsequent to
       its purchase by the Fund. The investment adviser considers this event,
       however, in its determination of whether the Fund should continue to hold
       the security in its portfolio. If Moody's Investors Service, Inc.,
       Standard & Poor's Corporation or Fitch Investors Services, Inc. ratings
       change because of changes in those organizations or in their rating
       systems, the Fund will try to use comparable ratings as standards in
       accordance with the investment policies described in the Fund's
       prospectus.


    TYPES OF ACCEPTABLE INVESTMENTS

       Examples of Pennsylvania municipal securities are:

       - municipal notes and municipal commercial paper;

       - serial bonds sold with differing maturity dates;

       - tax anticipation notes sold to finance working capital needs of
         municipalities;

       - bond anticipation notes sold prior to the issuance of longer-term
         bonds;

       - pre-refunded municipal bonds; and

       - general obligation bonds secured by a municipality pledge of taxation.

    PARTICIPATION INTERESTS

       The financial institutions from which the Fund purchases participation
       interests frequently provide or secure from another financial institution
       irrevocable letters of credit or guarantees and give the Fund the right
       to demand payment of the principal amounts of the participation interests
       plus accrued interest on short notice (usually within seven days).

    VARIABLE RATE MUNICIPAL SECURITIES

       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations. Many municipal securities
       with variable interest rates purchased by the Fund are subject to
       repayment of principal (usually within seven days) on the Fund's demand.
       The terms of these variable rate demand instruments require payment of
       principal and accrued interest from the issuer of the municipal
       obligations, the issuer of the participation interests, or a guarantor of
       either issuer.

    MUNICIPAL LEASES

       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited


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

       by municipal charter or the nature of the appropriation for the lease. In
       particular, lease obligations may be subject to periodic appropriation.
       If the entity does not appropriate funds for future lease payments, the
       entity cannot be compelled to make such payments. Furthermore, a lease
       may provide that the certificate trustee cannot accelerate lease
       obligations upon default. The trustee would only be able to enforce lease
       payments as they became due. In the event of default or failure of
       appropriation, it is unlikely that the trustee would be able to obtain an
       acceptable substitute source of payment.


       In determining the liquidity of municipal lease securities, the Fund's
       investment adviser, under the authority delegated by the Trustees, will
       base its determination on the following factors:


        - whether the lease can be terminated by the lessee;

        - the potential recovery, if any, from a sale of the leased property
          upon termination of the lease;

        - the lessee's general credit strength (e.g., its debt, administrative,
          economic and financial characteristics and prospects);

        - the likelihood that the lessee will discontinue appropriating funding
          for the leased property because the property is no longer deemed
          essential to its operations (e.g., the potential for an "event of non-
          appropriation"); and

        - any credit enhancement or legal recourse provided upon an event of
          non-appropriation or other termination of the lease.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are 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, 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 may be a month or more after entering into these transactions,
and the market values of the securities purchased may vary from the purchase
prices.

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

The Fund does not intend to engage in these transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       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
       Trustees.

    REVERSE REPURCHASE AGREEMENTS

       The Fund may also enter into reverse repurchase agreements. This
       transaction is 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. 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.


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

       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.


PORTFOLIO TURNOVER



The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. For the period from December 5, 1993 (date of
initial public investment) to May 31, 1994, the portfolio turnover rate for the
Fund was 39%.


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 securities.


    ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total 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
       its total assets are outstanding.

    PLEDGING ASSETS

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

    UNDERWRITING

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

    INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate or invest in real estate
       limited partnerships, although it may invest in municipal bonds secured
       by real estate or interests in real estate.

    INVESTING IN COMMODITIES

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

    LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except that it may acquire
       publicly or non-publicly issued municipal bonds or temporary investments
       or enter into repurchase agreements in accordance with its investment
       objective, policies, and limitations or its Declaration of Trust.

    CONCENTRATION OF INVESTMENTS

       The Fund will not purchase securities if, as a result of such purchase,
       25% or more of the value of its total assets would be invested in any one
       industry or in industrial development bonds or other securities, the
       interest upon which is paid from revenues of similar types of projects.
       However, the Fund may invest as temporary investments more than 25% of
       the value of its assets in cash or cash items, securities issued or
       guaranteed by the U.S. government, its agencies, or instrumentalities, or
       instruments secured by these money market instruments, i.e., repurchase
       agreements.

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 SECURITIES OF OTHER INVESTMENT COMPANIES

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


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

    INVESTING IN 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 its investment adviser owning
       individually more than 1/2 of 1% of the issuer's securities together own
       more than 5% of the issuer's securities.

    INVESTING IN ILLIQUID SECURITIES

       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.

    INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the principal and interest are the
       responsibility of companies (or guarantors, where applicable) with less
       than three years of continuous operations, including the operation of any
       predecessor.

    INVESTING IN MINERALS

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

In addition, to comply with investment restrictions of a certain state, the Fund
will not invest in real estate limited partnerships.

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.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

INVESTMENT RISKS

Yields on Pennsylvania municipal securities depend on a variety of factors,
including: the general conditions of the municipal bond market; the size of the
particular offering; the maturity of the obligations; and the rating of the
issue. Further, any adverse economic conditions or developments affecting the
Commonwealth of Pennsylvania or its county and local governments could impact
the Fund's portfolio. The Fund's concentration in securities issued by the
Commonwealth of Pennsylvania and its political subdivisions provides a greater
level of risk than a fund which is diversified across numerous states and
municipal entities. The ability of the Commonwealth or its municipalities to
meet their obligations will depend on the availability of tax and other
revenues; economic, political and demographic conditions within Pennsylvania;
and their underlying fiscal condition.


The Commonwealth of Pennsylvania's budget stability depends largely upon
expenditure controls which keep spending in line with what is considered a
relatively limited revenue base. The Commonwealth maintains reasonable debt
levels and has a sound economic position which has shifted over time from very
heavy reliance on manufacturing and mining industries to a more stable
employment base. The Commonwealth restored structural balance to its budget in
fiscal year 1993 through tax increases, spending controls and conservative debt
management. Recurring budgetary pressures which will exist into fiscal year 1994
and beyond include rapid growth in Medicaid spending and social service
programs, and expenditures for additional correctional facilities. Spending was
increased by 5.8% for fiscal year 1994 based on continued modest improvement in
the economy, adherence to debt control policies and spendable reserves from the
prior year. The 1995 budget includes an estimated $267 million surplus from
fiscal year 1994, reductions in the corporate net income tax, and continued
growth in Medicaid expenditures of approximately 13%. The Commonwealth has
restored the Tax Stabilization Reserve Fund to approximately $30 million and
general fund receipts were on target through fiscal year 1994, reflecting an
improving regional economy and reasonable revenue projections. Reductions in
state assistance and increased social service demands have made it more
difficult for local governments (counties, cities, towns) to operate with
balanced budgets. School districts in the Commonwealth are provided additional
credit support through Pennsylvania's Act 150 which provides subsidized debt
service for qualified projects and an intercept mechanism of state aid payments
which would be used to pay bondholders in the case of a missed debt service
payment.


Concerning the constitutional provisions pertaining to debt, the Commonwealth
may issue tax anticipation notes for its General Fund and/or Motor License Fund.
However, the aggregate amount of newly issued and outstanding tax anticipation
notes is limited to a maximum of 20% of the estimated revenues of the
appropriate fund for the fiscal year in which the notes are issued. The notes
must mature within the fiscal year of issuance. The Commonwealth of Pennsylvania
may also issue bond anticipation notes with a term not to exceed three years.
The bond anticipation notes


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

are subject to applicable statutory limitations pertaining to the issuance of
bonds. The ability of the Fund to achieve its investment objective depends on
the continuing ability of the issuers of Pennsylvania Municipal Securities and
participation interests, or the guarantors of either, to meet their obligations
for the payment of interest and principal when due. Investing in Pennsylvania
Municipal Securities which meet the Fund's quality standards may not be possible
if the Commonwealth of Pennsylvania and its municipalities do not maintain their
current credit rating.

MANAGEMENT OF INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

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.,                               Partner of the Funds; formerly, President, Naples Property Management, Inc.
    Realtors
    3255 Tamiami Trail North
    Naples, FL
- --------------------------------------------------------------------------------------------------------------------------------
    William J. Copeland         Trustee             Director and Member of the Executive Committee, Michael Baker, Inc.;
    One PNC Plaza-23rd Floor                        Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    Pittsburgh, PA                                  Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; and Director,
                                                    Ryan Homes, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    James E. Dowd               Trustee             Attorney-at-law; Director, The Emerging Germany Fund, Inc.; 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.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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


<TABLE>
<CAPTION>
                                   POSITIONS WITH                              PRINCIPAL OCCUPATIONS
          NAME AND ADDRESS           THE TRUST                                 DURING PAST FIVE YEARS
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    Glen R. Johnson*            President and       Trustee, Federated Investors; President and/or Trustee of some of the Funds;
    Federated Investors         Trustee             staff member, Federated Securities Corp. and Federated Administrative
    Tower                                           Services.
    Pittsburgh, PA
- --------------------------------------------------------------------------------------------------------------------------------
    Peter E. Madden             Trustee             Consultant; State Representative, Commonwealth of Massachusetts; Director,
    225 Franklin Street                             Trustee, or Managing General Partner of the Funds; formerly, President,
    Boston, MA                                      State Street Bank and Trust Company and State Street Boston Corporation; and
                                                    Trustee, Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------------------------------------------------------
    Gregor F. Meyer             Trustee             Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
    5916 Penn Mall                                  Director, Eat 'N Park Restaurants, Inc.; Director, Trustee, or Managing
    Pittsburgh, PA                                  General Partner of the Funds; formerly, Vice 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
- --------------------------------------------------------------------------------------------------------------------------------
    J. Christopher Donahue*     Vice President      President and Trustee, Federated Investors; President and Trustee, Federated
    Federated Investors                             Advisers, Federated Management, and Federated Research; Director and
    Tower                                           President, Federated Research Corp.; President, Passport Research, Ltd.;
    Pittsburgh, PA                                  Trustee, Federated Administrative Services, Federated Services Company, and
                                                    Federated Shareholder Services; President or Vice President of the Funds;
                                                    Director, Trustee, or Managing General Partner of some of the Funds. Mr.
                                                    Donahue is the son of John F. Donahue, Chairman and Trustee of the Trust.
- --------------------------------------------------------------------------------------------------------------------------------
    Richard B. Fisher           Vice President      Executive Vice President and Trustee, Federated Investors; 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 Trustee, Federated Administrative Services; Trustee or Director of some
                                                    of the Funds; Vice President and Treasurer of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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


<TABLE>
<CAPTION>
                                   POSITIONS WITH                              PRINCIPAL OCCUPATIONS
          NAME AND ADDRESS           THE TRUST                                 DURING PAST FIVE YEARS
<S> <C>                         <C>                 <C>
- --------------------------------------------------------------------------------------------------------------------------------
    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 Trustee, Federated
                                                    Administrative Services; Director and Executive Vice President, Federated
                                                    Securities Corp.; Vice President and Secretary of the Funds.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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


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


FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding shares of the Fund.


As of July 1, 1994, the following shareholders of record owned 5% or more of the
outstanding shares of the Fund: Firstnat Co., West Chester, PA, owned
approximately 71,424 shares 19.72%; Univest & Company, Souderton, PA, owned
approximately 154,505 shares 42.66%; Harmony Co., Carlisle, PA, owned
approximately 27,378 shares 7.56%; and Federated Disbursing Corp., Pittsburgh,
PA, owned approximately 27,031 shares 7.46%.


THE FUNDS


"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insight Institutional Series, Inc.; Insurance Management
Series; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty U.S. Government Money Market Trust; Liberty Term Trust, Inc.-1999;
Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark Twain
Funds; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; 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; Trust for U.S.
Treasury Obligations; and World Investment Series, Inc.


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 (the "Adviser"). It is a
subsidiary of Federated Investors. All the Class A (voting) shares of Federated
Investors are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue. John F. Donahue is Chairman and
Trustee of Federated Management, Federated Investors, and the Trust. J.
Christopher Donahue is President and Trustee of Federated Management and
Federated Investors; Trustee, Federated Administrative Services and Federated
Services Company; and Vice President of



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


the Trust. John W. McGonigle is Vice President, Secretary, and Trustee of
Federated Management; Vice President and Secretary, Federated Research Corp.;
Vice President, Secretary, Trustee, and General Counsel, Federated Investors;
Executive Vice President, Secretary and Trustee, Federated Administrative
Services; Executive Vice President and Director, Federated Securities Corp.;
Trustee of 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 Fund.


ADVISORY FEES



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



During the period from December 5, 1993 (date of initial public investment) to
May 31, 1994, the Adviser earned $3,767, all of which was voluntarily waived. In
addition, the Adviser reimbursed other operating expenses of $34,400.


    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 2.5% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1.5% per year
       of the remaining average net assets, the Adviser will reimburse the Trust
       for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee. This arrangement is not part of the advisory contract and
       may be amended or rescinded in the future.

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
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc. may,
hereinafter, collectively be referred to as the "Administrators.") For the
period from December 5, 1993 (date of initial public investment) to May 31,
1994, the Administrators earned $1,225, none of which was waived. Dr. Henry
Gailliot, an officer of Federated Management, the Adviser to the Fund, holds
approximately 20% of the outstanding common stock and serves as director of
Commercial Data Services, Inc., a company which provides computer processing
services to the Administrators.



SHAREHOLDER SERVICES PLAN

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


This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to financial institutions, 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: 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.



For the fiscal period ending May 31, 1994, payments in the amount of $230 were
made pursuant to the Shareholder Services Plan, all of which were paid to
financial institutions.


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 that are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those



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


firms which have sold or are selling shares of the Fund and other Federated
Funds. 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 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
- --------------------------------------------------------------------------------

Except under certain circumstances described in the respective prospectuses,
shares are sold at their net asset value on days the New York Stock Exchange is
open for business. The procedure for purchasing shares is explained in the
prospectus under "Investing in the Fund".

CONVERSION TO FEDERAL FUNDS


It is the Fund's policy to be as fully invested as possible so that the maximum
interest may be earned. State Street Bank and Trust Company ("State Street
Bank") acts as the shareholder's agent in depositing checks and converting them
into federal funds.


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

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus. Net asset value will not
be calculated on the following holidays: New Year's Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

VALUING MUNICIPAL BONDS

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

USE OF AMORTIZED COST


The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less, at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.


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

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


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

REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the net asset value of the Fund, whichever is less, for any one shareholder
within a 90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable. Such securities will be
readily marketable, to the extent available.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transactions costs.

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 of 1986, as amended,
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


    CAPITAL GAINS

       Capital gains or losses may be realized by the Fund on the sale of
       portfolio securities and as a result of discounts from par value on
       securities held to maturity. Sales would generally be made because of:

       - the availability of higher relative yields;

       - differentials in market values;

       - new investment opportunities;

       - changes in creditworthiness of an issuer; or

       - an attempt to preserve gains or limit losses.

       Distributions of long-term capital gains are taxed as such, whether they
       are taken in cash or reinvested, and regardless of the length of time the
       shareholder has owned the shares. Any loss by a shareholder on Fund
       shares held for less than six months and sold after a capital gains
       distribution will be treated as a long-term capital loss to the extent of
       the capital gains distribution.


TOTAL RETURN

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


The Fund's cumulative total return for the period from December 5, 1993 (date of
initial public investment) to May 31, 1994 was 0.76%. Cumulative total return
reflects the Fund's total performance over a specific period of time. The Fund's
total return is representative of only five months of investment activity since
the Fund's effective date.



The average annual total return for 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 maximum 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 the thirty-day period ended May 31, 1994, was 4.78%.


The yield for 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 Fund over a thirty-day period by the maximum offering price per share 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 the Fund,
performance will be reduced for those shareholders paying those fees.

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

The tax-equivalent yield for the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.60% federal tax rate and assuming that
income is 100% tax-exempt.


The Fund's tax-equivalent yield for the thirty-day period ended May 31, 1994,
was 8.30%.


TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal bonds in the Fund's portfolio
generally remains free from federal regular income tax, Pennsylvania personal
income tax and certain local taxes. (Some portion of the Fund's income may be
subject to the federal alternative minimum tax and state and local taxes.) As
the table below indicates, a "tax-free" investment is an attractive choice for
investors, particularly in times of narrow spreads between tax-free and taxable
yields.

<TABLE>
<S>                 <C>           <C>                <C>                 <C>                  <C>
                                     TAXABLE YIELD EQUIVALENT FOR 1994
                                        COMMONWEALTH OF PENNSYLVANIA
- ------------------------------------------------------------------------------------------------------------
TAX BRACKET:
- ------------------------------------------------------------------------------------------------------------
FEDERAL               15.00%          28.00%              31.00%              36.00%              39.60%
- ------------------------------------------------------------------------------------------------------------
COMBINED FEDERAL
  AND STATE           17.80%          30.80%              33.80%              38.80%              42.40%
- ------------------------------------------------------------------------------------------------------------
JOINT RETURN:       $1-38,000     $38,001-91,850     $91,851-140,000     $140,001-250,000      OVER 250,000
SINGLE RETURN:      $1-22,750     $22,751-55,100     $55,101-140,000     $140,001-250,000      OVER 250,000
- ------------------------------------------------------------------------------------------------------------
   TAX-EXEMPT
     YIELD                                          TAXABLE YIELD EQUIVALENT
- ------------------------------------------------------------------------------------------------------------
     1.50%            1.82%            2.17%              2.27%                2.45%              2.60%
     2.00%            2.43%            2.89%              3.02%                3.27%              3.47%
     2.50%            3.04%            3.61%              3.78%                4.08%              4.34%
     3.00%            3.65%            4.34%              4.53%                4.90%              5.21%
     3.50%            4.26%            5.06%              5.29%                5.72%              6.08%
     4.00%            4.87%            5.78%              6.04%                6.54%              6.94%
     4.50%            5.47%            6.50%              6.80%                7.35%              7.81%
     5.00%            6.08%            7.23%              7.55%                8.17%              8.68%
     5.50%            6.69%            7.95%              8.31%                8.99%              9.55%
     6.00%            7.30%            8.67%              9.06%                9.80%              10.42%
</TABLE>

Note: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent. Furthermore, additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.

The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.


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

The performance of the Fund 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; and

- - various other factors.


The Fund's 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 as
described above.


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 composition 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 specific period of time.
  From time to time, the Fund will quote its Lipper ranking in the "other states
  intermediate municipal debt 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.


- - LEHMAN BROTHERS FIVE-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of all state general obligation debt issues with maturities between four and
  six years. These bonds are rated A or better and represent a variety of coupon
  ranges. Index figures are total returns calculated for one, three and twelve
  month periods as well as year-to-date. Total returns are also calculated as of
  the index inception December 31, 1979.



- - LEHMAN BROTHERS TEN-YEAR STATE GENERAL OBLIGATION BONDS is an index comprised
  of the same issues noted above except that the maturities range between nine
  and eleven years. Index figures are total returns calculated for the same
  periods as listed above.


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


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

STANDARD AND POOR'S CORPORATION MUNICIPAL BOND RATINGS

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

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

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

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC. MUNICIPAL BOND RATINGS

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

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

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

NR--Not rated by Moody's.

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

FITCH INVESTORS SERVICE, INC.

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

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

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

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.

STANDARD AND POOR'S CORPORATION MUNICIPAL NOTE RATINGS

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

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

MOODY'S INVESTORS SERVICE, INC. SHORT-TERM LOAN RATINGS

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

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


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

STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATINGS

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for issues
designated A-1.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. PRIME-1
repayment capacity will normally be evidenced by the following characteristics:

- - Leading market positions in well-established industries.

- - High rates of return on funds employed.

- - Conservative capitalization structure with moderate reliance on debt and ample
  asset protection.

- - Broad margins in earning coverage of fixed financial charges and high internal
  cash generation.

- - Well-established access to a range of financial markets and assured sources of
  alternative liquidity.

PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.


                                                                 458810306

                                                                 3081603B (7/94)


INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

                ANNUAL REPORT FOR THE FISCAL YEAR ENDED MAY 31, 1994

     INVESTMENT REVIEW
     ---------------------------------------------------------------------------

          For the six months ended May 31, 1994, interest rates in the
     intermediate-term, fixed-income markets exhibited considerable volatility
     in the wake of a string of increases by the Federal Reserve Board,
     beginning in February of 1994, in the Federal Funds rate. On November 30,
     1993, the yield on the "current" ten-year U.S. Treasury issue stood at
     5.72%; by May 31, 1994, that yield had ascended to 7.18%. For municipal
     issues of "A" rating with a ten-year maturity, the response to economic
     developments was muted in comparison. These municipal yields climbed from
     4.90% to 5.55%

          The outperformance of intermediate-term municipal issues over their
     Treasury counterparts is more visible when examined on a price basis. For
     the six months ended May 31, 1994, a "generic" ten-year municipal issue
     fell in price by 4.75% while a "generic" ten-year U.S. Treasury issue fell
     by 9.93% in direct response to the aforesaid yield movements. The
     performance of the municipal bond market in the intermediate sector was
     greatly assisted by the ongoing large number of bond redemptions by issuers
     and by the sizeable reduction in municipal bond issuance--off 38% for the
     first five months of 1994, when compared to the same period in 1993. One
     should note, furthermore, that the performance of the intermediate-term
     Treasury market suffered as managers of taxable, mortgage-backed issue
     portfolios sold primarily Treasuries to shorten portfolio duration while
     facing increases in taxable short-term interest rates.

          Over the past six months, Intermediate Municipal Trust (the "Fund")
     selectively purchased "essential-purpose" governmental issues with "A"
     ratings, so as to increase the income distribution potential to
     shareholders. Such issues constituted 7% of the Fund's portfolio as of May
     31, 1994. Should continued economic growth, as well as broad-based, gradual
     improvement in municipal credit quality (with significant exceptions such
     as California localities) continue, the Fund will comtemplate further
     investment in "A"-rated issues.

          From November 30, 1993, to May 31, 1994, the net asset value per share
     of the Fund declined from $10.89 to $10.52--or 3.39%--as the portfolio
     duration was shortened modestly from 5.77 years to 5.46 years as market
     volatility increased. For the six months ended May 31, 1994, an investor in
     the Fund experienced a total return of 2.79% with respect to the
     Institutional Shares and (1.10)% with respect to the Institutional Service
     Shares.*

     * Performance quoted represents past performance. Investment return and
       principal value will fluctuate, so that an investor's shares, when
       redeemed, may be worth more or less than their original cost.

INTERMEDIATE MUNICIPAL TRUST (INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

   GROWTH OF $25,000 INVESTED IN INTERMEDIATE MUNICIPAL TRUST (INSTITUTIONAL
                                SERVICE SHARES)
                      SINCE INCEPTION AS OF MAY 31, 1994.

     The graph below illustrates the hypothetical investment of $25,000 in
Intermediate Municipal Trust (Institutional Service Shares) (the "Fund") from
September 6, 1993 (start of performance) to May 31, 1994, compared to the Lehman
Brothers Seven Year General Obligation Municipal Bond Index (LB7YRGOMBI)+ and
the Lipper Intermediate Municipal Debt Funds Average (LIMDFA).++

"Graphic representation "A" omitted. See Appendix."

This report must be preceded or accompanied by the Fund's prospectus dated July
31, 1994, and, together with the financial statements contained therein,
constitutes the Fund's annual report.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * The Fund's performance assumes the reinvestment of all dividends and
   distributions. The LB7YRGOMBI and the LIMDFA have been adjusted to reflect
   reinvestment of dividends on securities in the indices.

 + The LB7YRGOMBI is not adjusted to reflect sales loads, expenses or other fees
   that the SEC requires to be reflected in a Fund's performance.

++ The LIMDFA is a compilation of a specified category of mutual fund total
   returns reported to Lipper Analytical Services, Inc. Each fund is reported
   net of sales loads, expenses, or other fees that the SEC requires to be
   reflected in a fund's performance.

INTERMEDIATE MUNICIPAL TRUST (INSTITUTIONAL SHARES)
- --------------------------------------------------------------------------------

   GROWTH OF $25,000 INVESTED IN INTERMEDIATE MUNICIPAL TRUST (INSTITUTIONAL
                                    SHARES)
                      SINCE INCEPTION AS OF MAY 31, 1994.

     The graph below illustrates the hypothetical investment of $25,000 in
Intermediate Municipal Trust (Institutional Shares) (the "Fund") from December
26, 1985 (start of performance) to May 31, 1994, compared to the Lehman Brothers
Seven Year General Obligation Municipal Bond Index (LB7YRGOMBI)+ and the Lipper
Intermediate Municipal Debt Funds Average (LIMDFA).++

"Graphic representation "B" omitted.  See Appendix."

This report must be preceded or accompanied by the Fund's prospectus dated July
31, 1994, and, together with the financial statements contained therein,
constitutes the Fund's annual report.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * The Fund's performance assumes the reinvestment of all dividends and
   distributions. The LB7YRGOMBI and the LIMDFA have been adjusted to reflect
   reinvestment of dividends on securities in the indices.

 + The LB7YRGOMBI is not adjusted to reflect sales loads, expenses or other fees
   that the SEC requires to be reflected in a Fund's performance.

++ The LIMDFA is a compilation of a specified category of mutual fund total
   returns reported to Lipper Analytical Services, Inc. Each fund is reported
   net of sales loads, expenses, or other fees that the SEC requires to be
   reflected in a fund's performance.

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

      Distributor

      458810108
      458810207
      G00289-01 (7/94)

OHIO INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

                   ANNUAL REPORT FOR THE PERIOD ENDED MAY 31, 1994

     INVESTMENT REVIEW
     ---------------------------------------------------------------------------

          For the six months ended May 31, 1994, interest rates in the
     intermediate-term, fixed-income markets exhibited considerable volatility
     in the wake of a string of increases by the Federal Reserve Board,
     beginning in February of 1994, in the Federal Funds rate. On November 30,
     1993, the yield on the "current" ten-year U.S. Treasury issue stood at
     5.72%; by May 31, 1994, that yield had ascended to 7.18%. For municipal
     issues of "A" rating with a ten-year maturity, the response to economic
     developments was muted in comparison. These municipal yields climbed from
     4.90% to 5.55%

          The outperformance of intermediate-term municipal issues over their
     Treasury counterparts is more visible when examined on a price basis. For
     the six months ended May 31, 1994, a "generic" ten-year municipal issue
     fell in price by 4.75% while a "generic" ten-year U.S. Treasury issue fell
     by 9.93% in direct response to the aforesaid yield movements. The
     performance of the municipal bond market in the intermediate sector was
     greatly assisted by the ongoing large number of bond redemptions by issuers
     and by the sizeable reduction in municipal bond issuance--off 38% for the
     first five months of 1994, when compared to the same period in 1993. One
     should note, furthermore, that the performance of the intermediate-term
     Treasury market suffered as managers of taxable, mortgage-backed issue
     portfolios sold primarily Treasuries to shorten portfolio duration while
     facing increases in taxable short-term interest rates.

          Ohio Intermediate Municipal Trust (the "Fund") became effective on
     November 15, 1993, and began investing cash flow in December of 1993. Over
     the past six months, the Fund purchased issues of school districts, cities,
     counties, water systems, and hospitals, so as to remain fully invested. The
     Fund maintains a higher weighting in the general obligation sector (45.9%)
     as the credit quality of state and local governmental issuers continues to
     improve. A significant percentage of new issues purchased in the Fund are
     insured (44.5%), reflecting the penetration of municipal bond insurers into
     the Ohio marketplace.

          From November 30, 1993, to May 31, 1994, the Fund's net asset value
     declined from $10.00 per share at inception to $9.53 as of May 31, 1994, or
     approximately 4.70%. For the same six month period, the Fund experienced a
     total return of (2.52)%, while portfolio duration increased modestly from
     5.71 to 6.77 years.*

     * Performance quoted represents past performance. Investment return and
       principal value will fluctuate, so that an investor's shares, when
       redeemed, may be worth more or less than their original cost.

OHIO INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

        GROWTH OF $25,000 INVESTED IN OHIO INTERMEDIATE MUNICIPAL TRUST.
                       SINCE INCEPTION AS OF MAY 31, 1994

     The graph below illustrates the hypothetical investment of $25,000 in the
Ohio Intermediate Municipal Trust (the "Fund") from December 2, 1993 (start of
performance) to May 31, 1994 compared to the Lehman Brothers 10 Year GO
Municipal Bond Index (LB10YRGOMBI)+ and the Lipper Intermediate Municipal Debt
Funds Average (LIMDFA).++

"Graphic representation "C" omitted.  See Appendix."

This report must be preceded or accompanied by the Fund's prospectus dated July
31, 1994, and, together with the financial statements contained therein,
constitutes the Fund's annual report.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * The Fund's performance assumes the reinvestment of all dividends and
   distributions. The LB10YRGOMBI and the LIMDFA have been adjusted to reflect
   reinvestment of dividends on securities in the indices.

 + The LB10YRGOMBI is not adjusted to reflect sales loads, expenses, or other
   fees that the SEC requires to be reflected in the Fund's performance.

++ The Lipper Intermediate Municipal Debt Funds Average is a compilation of a
   specified category of mutual fund total returns reported to Lipper Analytical
   Services, Inc. Each fund is reported net of sales loads, expenses, or other
   fees that the SEC requires to be reflected in a fund's performance.

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

      Distributor
      458810405
      G00470-01 (7/94)

PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

                   ANNUAL REPORT FOR THE PERIOD ENDED MAY 31, 1994

     INVESTMENT REVIEW
     ---------------------------------------------------------------------------

          For the six months ended May 31, 1994, interest rates in the
     intermediate-term, fixed-income markets exhibited considerable volatility
     in the wake of a string of increases by the Federal Reserve Board,
     beginning in February of 1994, in the Federal Funds rate. On November 30,
     1993, the yield on the "current" ten-year U.S. Treasury issue stood at
     5.72%; by May 31, 1994, that yield had ascended to 7.18%. For municipal
     issues of "A" rating with a ten-year maturity, the response to economic
     developments was muted in comparison. These municipal yields climbed from
     4.90% to 5.55%

          The outperformance of intermediate-term municipal issues over their
     Treasury counterparts is more visible when examined on a price basis. For
     the six months ended May 31, 1994, a "generic" ten-year municipal issue
     fell in price by 4.75% while a "generic" ten-year U.S. Treasury issue fell
     by 9.93% in direct response to the aforesaid yield movements. The
     performance of the municipal bond market in the intermediate sector was
     greatly assisted by the ongoing large number of bond redemptions by issuers
     and by the sizeable reduction in municipal bond issuance--off 38% for the
     first five months of 1994, when compared to the same period in 1993. One
     should note, furthermore, that the performance of the intermediate-term
     Treasury market suffered as managers of taxable, mortgage-backed issue
     portfolios sold primarily Treasuries to shorten portfolio duration while
     facing increases in taxable short-term interest rates.

          Pennsylvania Intermediate Municipal Trust (the "Fund") became
     effective on November 15, 1993, and began investing cash flow in December
     of 1994. Over the past six months, the Fund purchased issues of school
     districts, cities, counties, water systems, and hospitals, so as to remain
     fully invested. The Fund maintains a higher weighting in the general
     obligation sector (42.4%) as the credit quality of state and local
     governmental issuers continues to improve. A significant percentage of new
     issues purchased in the Fund are insured (54.2%), reflecting the
     penetration of municipal bond insurers into the Pennsylvania marketplace.

          From November 30, 1993, to May 31, 1994, the Fund's net asset value
     declined from $10.00 per share at inception to $9.85 as of May 31, 1994, or
     approximately 1.50%. For the same six month period, the Fund experienced a
     total return of 0.76%, while portfolio duration decreased modestly from
     6.56 to 5.71 years.*

     * Performance quoted represents past performance. Investment return and
       principal value will fluctuate, so than an investor's shares, when
       redeemed, may be worth more or less than their original cost.

PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

    GROWTH OF $25,000 INVESTED IN PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST.
                       SINCE INCEPTION AS OF MAY 31, 1994

     The graph below illustrates the hypothetical investment of $25,000 in
Pennsylvania Intermediate Municipal Trust (the "Fund") from December 5, 1993
(start of performance) to May 31, 1994, compared to the Lehman Brothers 10 Year
GO Municipal Bond Index (LB10YRGOMBI)+ and the Lipper Intermediate Municipal
Debt Funds Average (LIMDFA).++

"Graphic representation "D" omitted.  See Appendix."

This report must be preceded or accompanied by the Fund's prospectus dated July
31, 1994, and, together with the financial statements contained therein,
constitutes the Fund's annual report.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

 * The Fund's performance assumes the reinvestment of all dividends and
   distributions. The LB10YRGOMBI and the LIMDFA have been adjusted to reflect
   reinvestment of dividends on securities in the indices.

 + The LB10YRGOMBI is not adjusted to reflect sales loads, expenses, or other
   fees that the SEC requires to be reflected in the Fund's performance.

++ The LIMDFA is a compilation of a specified category of mutual fund total
   returns reported to Lipper Analytical Services, Inc. Each fund is reported
   net of sales loads, expenses, or other fees that the SEC requires to be
   reflected in a fund's performance.

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

      Distributor
      458810306
      G00469-01 (7/94)

                                APPENDIX
                                    
                                    
A.    The graphic presentation here displayed consists of the components
of a line graph.  Intermediate Municipal Trust-Institutional Service
Shares (the "Fund") is represented by a bold solid line. The Lehman
Brothers Seven Year General Obligation Municipal Bond Index ( the
"LB7YRGOMBI") is represented by a dotted line and the Lipper
Intermediate Municipal Debt Funds Average (the "LIMDFA") is represented
by a bold broken line.  The line graph is a visual representation of a
comparison of change in value of a hypothetical $25,000 purchase in the
Fund, the LB7YRGOMBI, and the LIMDFA.  The "y" axis reflects the cost of
the investment.  The "x" axis reflects computation periods from the
Fund's start of performance, 9/6/93, through 5/31/94.  The right margin
reflects the ending value of the hypothetical investment in the Fund as
compared to the LB7YRGOMBI and the LIMDFA; the ending values were
$24,725, $24,910, and $24,908, respectively.  The Average Annual Total
Return for the period ended May 31, 1994; beginning with the start of
performance date of the Fund 9/6/93, through the nine-month period was
(1.10%).

B.    The graphic presentation here displayed consists of the components
of a line graph.  Intermediate Municipal Trust-Institutional Shares (the
"Fund") is represented by a bold solid line. The Lehman Brothers Seven
Year General Obligation Municipal Bond Index ( the "LB7YRGOMBI") is
represented by a dotted line and the Lipper Intermediate Municipal Debt
Funds Average (the "LIMDFA") is represented by a bold broken line.  The
line graph is a visual representation of a comparison of change in value
of a hypothetical $25,000 purchase in the Fund, the LB7YRGOMBI, and the
LIMDFA.  The "y" axis reflects the cost of the investment.  The "x" axis
reflects computation periods from the Fund's start of performance,
12/26/85, through 5/31/94.  The right margin reflects the ending value
of the hypothetical investment in the Fund as compared to the LB7YRGOMBI
and the LIMDFA; the ending values were $43,333, $48,970, and $51,336,
respectively.  The Average Annual Total Return for the period ended May
31, 1994; beginning with the start of performance date of the Fund
12/26/85, and the one-year and five-year periods was 6.74%, 2.79%, and
7.37%, respectively.





C.    The graphic presentation here displayed consists of the components
of a line graph.  Ohio Intermediate Municipal Trust (the "Fund") is
represented by a bold solid line. The Lehman Brothers 10 Year GO
Municipal Bond Index ( the "LB10YRGOMBI") is represented by a dotted
line and the Lipper Intermediate Municipal Debt Funds Average (the
"LIMDFA") is represented by a bold broken line.  The line graph is a
visual representation of a comparison of change in value of a
hypothetical $25,000 purchase in the Fund, the LB10YRGOMBI, and the
LIMDFA.  The "y" axis reflects the cost of the investment.  The "x" axis
reflects computation periods from the Fund's start of performance,
12/2/93, through 5/31/94.  The right margin reflects the ending value of
the hypothetical investment in the Fund as compared to the LB10YRGOMBI
and the LIMDFA; the ending values were $24,370, $24,610, and $24,729,
respectively.  The Average Annual Total Return for the period ended May
31, 1994; beginning with the start of performance date of the Fund
12/2/93, through the six-month period was (2.52)%.


D.    The graphic presentation here displayed consists of the components
of a line graph.  Pennsylvania Intermediate Municipal Trust (the "Fund")
is represented by a bold solid line. The Lehman Brothers 10 Year GO
Municipal Bond Index ( the "LB10YRGOMBI") is represented by a dotted
line and the Lipper Intermediate Municipal Debt Funds Average (the
"LIMDFA") is represented by a bold broken line.  The line graph is a
visual representation of a comparison of change in value of a
hypothetical $25,000 purchase in the Fund, the LB10YRGOMBI, and the
LIMDFA.  The "y" axis reflects the cost of the investment.  The "x" axis
reflects computation periods from the Fund's start of performance,
12/5/93, through 5/31/94.  The right margin reflects the ending value of
the hypothetical investment in the Fund as compared to the LB10YRGOMBI
and the LIMDFA; the ending values were $25,190, $24,610, and $24,729,
respectively.  The Average Annual Total Return for the period ended May
31, 1994; beginning with the start of performance date of the Fund
12/5/93, through the six-month period was 0.76%.











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