TRUST FOR GOVERNMENT CASH RESERVES, 485BPOS, 1994-01-26

TRUST FOR GOVERNMENT CASH RESERVES
485BPOS, 1994-01-26

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1933 Act File No. 33-27178
1940 Act File No. 811-5772

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No.

Post-Effective Amendment No. 9 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 8 X

TRUST FOR GOVERNMENT CASH RESERVES

(Exact Name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

X immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.

Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:

X filed the Notice required by that Rule on January 18, 1994; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.

Copies to:

Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222

CROSS REFERENCE SHEET

This Amendment to the Registration Statement of Trust for Government
Cash Reserves is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page Cover Page.
Item 2. Synopsis Summary of Trust Expenses.
Item 3. Condensed Financial
Information Financial Highlights; Performance
Information.
Item 4. General Description of
Registrant General Information; Investment
Information; Investment Objective;
Investment Policies; Investment
Limitations.

Item 5. Management of the Fund Trust Information; Management of the
Trust; Distribution of Trust Shares;
Administration of the Trust;
Expenses
of the Trust.

Item 6. Capital Stock and Other Securities Certificates and
Confirmations;
Dividends; Capital Gains;
Shareholder
Information; Voting Rights;
Massachusetts Partnership Law; Tax
Information; Federal Income Tax;
State
and Local Taxes; Pennsylvania
Corporate and Personal Property
Taxes.

Item 7. Purchase of Securities
Being Offered Net Asset Value; Investing in the
Trust; Share Purchases; Minimum
Investment Required; Cash Sweep
Program; What Shares Cost;
Subaccounting Services.

Item 8. Redemption or Repurchase Redeeming Shares; Telephone
Redemption; Written Requests;
Redemption Before Purchase
Instruments
Clear; Accounts With Low Balances;
Redemption In Kind.

Item 9. Pending Legal Proceedings None.

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

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

TRUST FOR GOVERNMENT CASH RESERVES
PROSPECTUS

Trust for Government Cash Reserves (the "Trust") is a no-load, open-end,
diversified management investment company (a mutual fund) investing in
short-term U.S. government securities to achieve high current income consistent
with stability of principal and liquidity.

AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO DO SO.

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.

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

The Trust has also filed a Statement of Additional Information dated January 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 Trust, contact this Trust at the address listed in the back
of this prospectus.

The Trust aims to provide institutional investors with a cost-effective,
administratively convenient, highly liquid, cash equivalent vehicle that can be
integrated into an existing or contemplated cash management system. The Trust
will report changes in principal balances and monthly income distributions in a
format that is compatible with all major trust operations systems presently in
use.

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 January 31, 1994

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

SUMMARY OF TRUST EXPENSES 1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS 2
- ------------------------------------------------------

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

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

Investment Objective 3
Investment Policies 3
Acceptable Investments 3
When-Issued and Delayed
Delivery Transactions 4
Investment Limitations 4

TRUST INFORMATION 4
- ------------------------------------------------------

Management of the Trust 4
Board of Trustees 4
Investment Adviser 4
Advisory Fees 5
Adviser's Background 5
Distribution of Trust Shares 5
Administration of the Trust 5
Administrative Services

Custodian 5
Transfer Agent and Dividend

Disbursing Agent 5
Legal Counsel 5

Independent Public Accountants 6

NET ASSET VALUE 6
- ------------------------------------------------------

INVESTING IN THE TRUST 6
- ------------------------------------------------------

Share Purchases 6
By Wire 6
By Mail 6
Minimum Investment Required 6
Cash Sweep Program 6
Participating Depository Institutions 7
What Shares Cost 7
Subaccounting Services 7
Certificates and Confirmations 7
Dividends 7
Capital Gains 8

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

Telephone Redemption 8
Written Requests 8
Signatures 8
Receiving Payment 9
Redemption Before Purchase
Instruments Clear 9
Accounts with Low Balances 9
Redemption in Kind 9

SHAREHOLDER INFORMATION 10
- ------------------------------------------------------

Voting Rights 10
Massachusetts Partnership Law 10

TAX INFORMATION 10
- ------------------------------------------------------

Federal Income Tax 10
State and Local Taxes 10
Pennsylvania Corporate and
Personal Property Taxes 11

PERFORMANCE INFORMATION 11
- ------------------------------------------------------

FINANCIAL STATEMENTS 12
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 18
- ------------------------------------------------------

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

SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <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
Deferred Sales Load (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 TRUST OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(1)...................................................... 0.37%
12b-1 Fee............................................................................. None
Other Expenses........................................................................ 0.08%
Total Trust Operating Expenses(2)................................................ 0.45%
</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 total Trust operating expenses would have been 0.48% 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 THE TRUST WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE " TRUST INFORMATION." WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN
$5000 MAY BE SUBJECT TO ADDITIONAL FEES.

<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 invest-
ment assuming (1) 5% annual return and (2) redemption
at the end of each time period. As noted in the table
above, the Trust charges no redemption fees........... $5 $14 $25 $ 57
</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.

TRUST FOR GOVERNMENT CASH RESERVES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 18.

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-----------------------------------------------------------
1993 1992 1991 1990 1989*
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
- --------------------------------
NET ASSET VALUE, BEGINNING OF
PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------- ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
- --------------------------------
Net investment income 0.03 0.04 0.06 0.08 0.06
- -------------------------------- ------ ------ ------ ------ ------
LESS DISTRIBUTIONS
- --------------------------------
Dividends to shareholders from
net investment income (0.03) (0.04) (0.06) (0.08) (0.06)
- -------------------------------- ------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00
- -------------------------------- ------ ------ ------ ------ ------
TOTAL RETURN** 2.87% 3.58% 5.95% 7.94% 5.93%
- --------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------
Expenses 0.45% 0.47% 0.47% 0.45% 0.43%(a)
- --------------------------------
Net investment income 2.83% 3.54% 5.76% 7.65% 8.34%(a)
- --------------------------------
Expense
waiver/reimbursement (b) 0.03% 0.02% 0.02% 0.08% 0.19%
- --------------------------------
SUPPLEMENTAL DATA
- --------------------------------
Net assets, end of period (000
omitted) $1,060,355 $1,145,009 $1,251,692 $880,997 $331,860
- --------------------------------
</TABLE>

* Reflects operations for the period from March 30, 1989 (date of initial
public offering), to November 30, 1989. For the period from the start of
business, March 20, 1989, to March 29, 1989, net investment income
aggregating $.002 per share ($235) was distributed to the Trust's adviser.

** Based on net asset value which does not reflect the sales load or redemption
fee, 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)

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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated January 26, 1989. The Trust is designed for institutional
investors, such as banks, fiduciaries, custodians of public funds, and similar
institutional investors, such as corporations, unions, hospitals, insurance
companies, and municipalities as a convenient means of participating in a
professionally managed, diversified portfolio limited to short-term U.S.
government securities. The Trust is also designed for customers of institutional
investors. A minimum initial investment of $25,000 over a 90-day period is
required.

The Trust attempts to stabilize the value of a share at $1.00. Trust shares are
currently sold and redeemed at that price.

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

INVESTMENT OBJECTIVE

The investment objective of the Trust is high current income consistent with
stability of principal and liquidity. This investment objective cannot be
changed without approval of shareholders. While there is no assurance that the
Trust will achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.

INVESTMENT POLICIES

The Trust pursues its investment objective by investing only in short-term U.S.
government securities. The average maturity of U.S. government securities in the
Trust's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the Board
of Trustees ("Trustees") without approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.

ACCEPTABLE INVESTMENTS. The U.S. government securities in which the Trust
invests are either issued or guaranteed by the U.S. government, its agencies or
instrumentalities. These securities include, but are not limited to:

- direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds; and

- notes, bonds, and discount notes of U.S. government agencies or
instrumentalities, such as Federal Farm Credit Banks, Student Loan
Marketing Association, Federal Home Loan Mortgage Corporation, Federal
Home Loan Banks, and Federal National Mortgage Association.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial

support to other agencies or instrumentalities, since it is not obligated to do
so. These agencies and instrumentalities are supported by:

- the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;

- discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or

- the credit of the agency or instrumentality.

The Trust will limit its investments to those U.S. government securities, the
interest from which is exempt from personal income tax in the various states if
owned directly.

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

INVESTMENT LIMITATIONS

The Trust will not:

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

The above investment limitation cannot be changed without shareholder approval.
The following investment 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 Trust will not:

- commit more than 10% of its net assets to illiquid obligations.

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. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

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

ADVISORY FEES. The Trust's adviser receives an annual investment advisory
fee equal to .40 of 1% of the Trust's average daily net assets. Under the
investment advisory contract, which provides for voluntary waiver of the
advisory fee by the adviser, the adviser may voluntarily waive some or all
of the advisory fee. This does not include reimbursement to the Trust 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 in its sole discretion. The adviser
has also undertaken to reimburse the Trust for operating expenses in excess
of limitations established by certain states.

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

Federated Research 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 TRUST SHARES

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES. Federated Administrative Services, Inc., which is a
subsidiary of Federated Investors, provides the Trust with the administrative
personnel and services necessary to operate the Trust. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services, Inc. provides these at approximate cost.

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

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

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

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

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

The Trust attempts to stabilize the net asset value of shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per Share is determined by subtracting total liabilities from total assets
and dividing the remainder by the number of Shares outstanding. The Trust, of
course, cannot guarantee that its net asset value will always remain at $1.00
per share.

INVESTING IN THE TRUST
- --------------------------------------------------------------------------------

SHARE PURCHASES

Trust shares are sold on days on which the New York Stock Exchange is open.
Shares may be purchased either by wire or by mail. To purchase shares, open an
account by calling Federated Securities Corp. Information needed to establish
the account will be taken over the telephone. The Trust reserves the right to
reject any purchase request.

BY WIRE. To purchase shares of the Trust by Federal Reserve wire, call the Trust
before 1:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) that same day. Federal funds should be wired as follows: State
Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE; For
Credit to: Trust for Government Cash Reserves, Fund Number (this number can be
found on the account statement or by contacting the Trust); Group Number or
Order Number; Nominee or Institution Name; and ABA Number 011000028. Shares
cannot be purchased by Federal Reserve wire 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 Trust by mail, send a check made payable to
Trust for Government Cash Reserves to Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts 02266-8602.
Orders by mail are considered received after payment by check is converted by
State Street Bank into federal funds. This is normally the next business day
after State Street Bank receives the check.

MINIMUM INVESTMENT REQUIRED

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

CASH SWEEP PROGRAM

Cash accumulations in demand deposit accounts with depository institutions such
as banks and savings and loan associations may be automatically invested in
shares on a day selected by the

depository institution and its customer, or when the demand deposit account
reaches a predetermined dollar amount (e.g., $5,000).

PARTICIPATING DEPOSITORY INSTITUTIONS. Participating depository institutions are
responsible for prompt transmission of orders relating to the program. These
depository institutions are the record owners of the shares. Depository
institutions participating in this program may charge their customers for their
services relating to the program. This prospectus should, therefore, be read
together with any agreement between the customer and the depository institution
with regard to the services provided, the fees charged for those services, and
any restrictions and limitations imposed.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Trust.

The net asset value is determined at 12:00 noon (Eastern time), 1:00 p.m.
(Eastern time), and 4:00 p.m. (Eastern time), Monday through Friday, except on:
(i) days on which there are not sufficient changes in the value of the Trust's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no Shares are tendered for redemption and no orders to
purchase shares are received; and (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

SUBACCOUNTING SERVICES

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Institutions holding
shares in a fiduciary, agency, custodial, or similar capacity may charge or pass
through subaccounting fees as part of or in addition to normal trust or agency
account fees. They may also charge fees for other services provided which may be
related to the ownership of Shares. This prospectus should, therefore, be read
together with any agreement between the customer and the institution with regard
to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Trust, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Trust.

Monthly confirmations are sent to report transactions such as purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are declared daily and paid monthly. Shares purchased by wire before
3:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends on the 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 Trust.

CAPITAL GAINS

Capital gains, if any, could result in an increase in dividends. Capital losses
could result in a decrease in dividends. If, for some extraordinary reason, the
Trust realizes net long-term capital gains, it will distribute them at least
once every 12 months.

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

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

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Trust before 12:00 noon
(Eastern time). The proceeds will be wired the same day to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
system. If at any time, the Trust shall determine it necessary to terminate or
modify this method of redemption, shareholders will be promptly notified.

A daily dividend will be paid on Shares redeemed if the redemption request is
received after 12:00 noon (Eastern time). However, the proceeds are not wired
until the following business day. Redemption requests received before 12:00 noon
(Eastern time) will be paid the same day but will not be entitled to that day's
dividend.

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

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

WRITTEN REQUESTS

Shares may also be redeemed by sending a written request to the Trust. Call the
Trust for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Trust name, 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 $10,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Trust, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:

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

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

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

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

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

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

RECEIVING PAYMENT. Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.

REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR

When shares are purchased by check, or through the Automated Clearing House
("ACH"), proceeds from the redemption of those shares are not available, and
those Shares may not be exchanged, until the Trust or its agents are reasonably
certain that the purchase check has cleared, which could take up to ten calendar
days.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions.

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.

REDEMPTION IN KIND

The Trust is obligated to redeem Shares solely in cash up to $250,000 or 1% of
the Trust's net asset value, whichever is less, for any one shareholder within a
90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further 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
as the Trust determines net asset value. The portfolio instruments will be
selected in a manner that the Trustees deem fair and equitable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders 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.

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

VOTING RIGHTS

Each share of the Trust gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. As a Massachusetts business
trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust's
operation and for the election of Trustees under certain circumstances. 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 Trust's outstanding shares.

MASSACHUSETTS PARTNERSHIP LAW

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

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required to use its property to protect or to
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 to
pay judgments against them from the assets of the Trust.

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

FEDERAL INCOME TAX

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

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

STATE AND LOCAL TAXES

The Trust intends to limit its investments to U.S. government securities paying
interest which, if owned directly by shareholders of the Trust, would be exempt
from state personal income tax. However, under the laws of some states, the net
investment income distributed by the Trust may be taxable to shareholders. 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.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES. In the opinion of Houston,
Houston & Donnelly, counsel to the Trust:

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

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

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

From time to time the Trust advertises its yield and effective yield.

The yield of the Trust represents the annualized rate of income earned on an
investment in the Trust over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but when
annualized, the income earned by an investment in the Trust is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Trust after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

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

TRUST FOR GOVERNMENT CASH RESERVES
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
<C> <S> <C>
- ------------ ------------------------------------------------------------- --------------
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS--84.4%
- ----------------------------------------------------------------------------------
$194,040,000 * Student Loan Marketing Assoc., Floating Rate Notes,
3.51%-3.89%, 12/7/93 $ 194,161,556
-------------------------------------------------------------
165,100,000 * Student Loan Marketing Assoc., Floating Rate Master Note,
3.19%, 10/6/94 165,100,000
-------------------------------------------------------------
213,270,000 ** Federal Home Loan Bank, Discount Notes, 3.01%-3.70%,
12/1/93-8/1/94 212,442,761
-------------------------------------------------------------
271,340,000 ** Federal Farm Credit Bank, Discount Notes, 3.04%-3.50%,
12/6/93-8/10/94 270,075,798
-------------------------------------------------------------
14,500,000 Federal Home Loan Bank Notes, 8.625%-12.00%, 2/15/94-6/27/94 14,855,537
-------------------------------------------------------------
38,000,000 ** Tennessee Valley Authority Discount Notes, 3.05%-3.07%,
12/1/93-12/16/93 37,983,392
------------------------------------------------------------- --------------
TOTAL SHORT-TERM U.S. GOVERNMENT OBLIGATIONS 894,619,044
------------------------------------------------------------- --------------
U.S. TREASURY OBLIGATIONS--15.6%
- ----------------------------------------------------------------------------------
55,000,000 U.S. Treasury Bills, 12/16/93-9/22/94 54,266,472
-------------------------------------------------------------
110,000,000 U.S. Treasury Notes, 4.25%-7.00%, 2/15/94-8/31/94 110,934,073
------------------------------------------------------------- --------------
TOTAL U.S. TREASURY OBLIGATIONS 165,200,545
------------------------------------------------------------- --------------
TOTAL INVESTMENTS (AT AMORTIZED COST) $1,059,819,589+
------------------------------------------------------------- --------------
</TABLE>

* Denotes variable rate obligation for which current rate and next reset date
are shown.

** Each issue shows the rate of discount at time of purchase.

+ Also represents cost for federal tax purposes.

Note: The category of investments is shown as a percentage of net assets
($1,060,354,761) at November 30, 1993.

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

TRUST FOR GOVERNMENT CASH RESERVES
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
ASSETS:
- ------------------------------------------------------------------------------
Investments, at amortized cost and value (Note 1A) $1,059,819,589
- ------------------------------------------------------------------------------
Cash 28,465
- ------------------------------------------------------------------------------
Interest receivable 2,902,696
- ------------------------------------------------------------------------------
Receivable for Trust shares sold 3,049
- ------------------------------------------------------------------------------
Deferred expenses (Note 1E) 5,181
- ------------------------------------------------------------------------------ --------------
Total assets 1,062,758,980
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Dividends payable $2,283,670
- -----------------------------------------------------------------
Payable for Trust shares redeemed 1,870
- -----------------------------------------------------------------
Accrued expenses and other liabilities 118,679
- ----------------------------------------------------------------- ----------
Total liabilities 2,404,219
- ------------------------------------------------------------------------------ --------------
NET ASSETS for 1,060,354,761 shares of beneficial interest outstanding $1,060,354,761
- ------------------------------------------------------------------------------ --------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
($1,060,354,761 / 1,060,354,761 shares of beneficial interest outstanding) $1.00
- ------------------------------------------------------------------------------ --------------
</TABLE>

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

TRUST FOR GOVERNMENT CASH RESERVES
STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1993
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest income (Note 1B) $35,826,310
- ---------------------------------------------------------------------------------
EXPENSES--
- --------------------------------------------------------------------
Investment advisory fee (Note 4) $4,366,904
- --------------------------------------------------------------------
Trustees' fees 21,929
- --------------------------------------------------------------------
Administrative personnel and services fees (Note 4) 554,513
- --------------------------------------------------------------------
Custodian, transfer and dividend disbursing agent fees and expenses 277,955
- --------------------------------------------------------------------
Trust share registration fees 4,010
- --------------------------------------------------------------------
Auditing fees 16,074
- --------------------------------------------------------------------
Legal fees 17,918
- --------------------------------------------------------------------
Printing and postage 5,929
- --------------------------------------------------------------------
Insurance premiums 11,909
- --------------------------------------------------------------------
Taxes 85
- --------------------------------------------------------------------
Miscellaneous 8,824
- -------------------------------------------------------------------- ----------
Total expenses 5,286,050
- --------------------------------------------------------------------
Deduct--Waiver of investment advisory fee (Note 4) 357,710
- -------------------------------------------------------------------- ----------
Net expenses 4,928,340
- --------------------------------------------------------------------------------- -----------
Net investment income $30,897,970
- --------------------------------------------------------------------------------- -----------
</TABLE>

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

TRUST FOR GOVERNMENT CASH RESERVES
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
----------------------------------
1993 1992
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------
Net investment income $ 30,897,970 $ 41,409,702
- ------------------------------------------------------------ --------------- ---------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2)--
- ------------------------------------------------------------
Dividends to shareholders from net investment income (30,897,970) (41,409,702)
- ------------------------------------------------------------ --------------- ---------------
TRUST SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------
Proceeds from sale of shares 3,320,318,297 3,118,484,340
- ------------------------------------------------------------
Net asset value of shares issued to shareholders electing
to receive payment of dividends in Trust shares 2,837,236 3,423,366
- ------------------------------------------------------------
Cost of shares redeemed (3,407,809,994) (3,228,590,861)
- ------------------------------------------------------------ --------------- ---------------
Change in net assets from Trust share transactions (84,654,461) (106,683,155)
- ------------------------------------------------------------ --------------- ---------------
Change in net assets (84,654,461) (106,683,155)
- ------------------------------------------------------------
NET ASSETS--
- ------------------------------------------------------------
Beginning of period 1,145,009,222 1,251,692,377
- ------------------------------------------------------------ --------------- ---------------
End of period $ 1,060,354,761 $ 1,145,009,222
- ------------------------------------------------------------ --------------- ---------------
</TABLE>

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

TRUST FOR GOVERNMENT CASH RESERVES
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1993
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES

The Trust is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company. The following is a
summary of significant accounting policies consistently followed by the Trust in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

A. INVESTMENT VALUATIONS--The Trustees have determined that the best method
currently available for valuing portfolio securities is amortized cost. The
Trust's use of the amortized cost method to value portfolio securities is
conditioned on its compliance with Rule 2a-7 under the Investment Company Act
of 1940.

B. INCOME--Interest income is recorded on the accrual basis. Interest income
includes interest and discount earned (net of premium), including original
issue discount as required by the Internal Revenue Code, plus or minus
realized gains or losses, if any, on portfolio securities.

C. FEDERAL TAXES--It is the Trust's policy to comply with the provisions of the
Internal Revenue Code available to investment companies and to distribute to
shareholders each year all of its taxable income. Accordingly, no provision
for federal tax is necessary.

D. WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in
when-issued or delayed delivery transactions. To the extent the Trust engages
in such transactions, it will do so for the purpose of acquiring portfolio
securities consistent with its investment objective and policies and not for
the purpose of investment leverage. The Trust will record a when-issued
security and the related liability on the trade date. Until the securities
are received and paid for, the Trust will maintain 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. DEFERRED EXPENSES--Costs incurred by the Trust in connection with its initial
share registration, other than organization expenses, were deferred and are
being amortized on a straight line basis through March 1994.

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

(2) DIVIDENDS

The Trust computes its net income daily and, immediately prior to the
calculation of its net asset value at the close of business, declares and
records dividends to shareholders of record at the time of the previous
computation of the Trust's net asset value. Payment of dividends is made monthly
in cash or in additional shares at the net asset value on the payable date.

TRUST FOR GOVERNMENT CASH RESERVES
- --------------------------------------------------------------------------------

(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). At
November 30, 1993, capital paid-in aggregated $1,060,354,761. Transactions in
Trust shares were as follows:

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
---------------------------------
1993 1992
-------------- --------------
<S> <C> <C>
- ------------------------------------------------------------
Shares outstanding, beginning of period 1,145,009,222 1,251,692,377
- ------------------------------------------------------------
Shares sold 3,320,318,297 3,118,484,340
- ------------------------------------------------------------
Shares issued to shareholders electing to receive payment of
dividends in Trust shares 2,837,236 3,423,366
- ------------------------------------------------------------
Shares redeemed (3,407,809,994) (3,228,590,861)
- ------------------------------------------------------------ -------------- --------------
Shares outstanding, end of period 1,060,354,761 1,145,009,222
- ------------------------------------------------------------ -------------- --------------
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Federated Research ("Adviser"), received for its services an annual investment
advisory fee equal to .40% of the Trust's average daily net assets. Adviser may
voluntarily choose to waive a portion of its fee, limited to the amount of the
advisory fee. Adviser can terminate this voluntary waiver of expenses at any
time at its sole discretion. Adviser has also undertaken to reimburse the Trust
for operating expenses in excess of limitations established by certain states.
For the year ended November 30, 1993, the advisory fee amounted to $4,366,904 of
which $357,710 was voluntarily waived.

Administrative personnel and services were provided at approximate cost by
Federated Administrative Services, Inc. Certain of the Officers and Trustees of
the Trust are Officers and Directors of the above corporations.

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

To the Shareholders and Board of Trustees of

TRUST FOR GOVERNMENT CASH RESERVES:

We have audited the accompanying statement of assets and liabilities of Trust
for Government Cash Reserves (a Massachusetts business trust), including the
schedule of portfolio investments, as of November 30, 1993, and the related
statement of operations for the year then ended, and the statement of changes in
net assets, and the financial highlights (see page 2 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
November 30, 1993, 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 Trust
for Government Cash Reserves, as of November 30, 1993, the results of its
operations for the year then ended, and changes in its net assets and financial
highlights for the periods presented, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN & CO

Pittsburgh, Pennsylvania
January 14, 1994

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

<TABLE>
<S> <C> <C>
Trust for Government Cash Reserves Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
Federated Research Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

Custodian
State Street Bank and P.O. Box 8602
Trust Company Boston, Massachusetts 02266-8602
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

Legal Counsel
Houston, Houston & Donnelly 2510 Centre City Tower
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
Legal Counsel
Dickstein, Shapiro & Morin 2101 L Street, N.W.
Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
Arthur Andersen & Co. 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>

TRUST FOR GOVERNMENT
CASH RESERVES

PROSPECTUS

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

January 31, 1994

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

A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

9022103A (1/94)

TRUST FOR GOVERNMENT CASH RESERVES

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus of
Trust for Government Cash Reserves (the "Trust") dated January 31, 1994. This
Statement is not a prospectus itself. To receive a copy of the prospectus, write
or call the Trust.

FEDERATED INVESTORS TOWER

PITTSBURGH, PENNSYLVANIA 15222-3779

Statement dated January 31, 1994

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

A subsidiary of FEDERATED INVESTORS

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

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

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

Types of Investments 1
When-Issued and Delayed
Delivery Transactions 1
Investment Limitations 1

TRUST MANAGEMENT 2
- ---------------------------------------------------------------

Officers and Trustees 2
The Funds 4
Trust Ownership 4
Trustee Liability 4

INVESTMENT ADVISORY SERVICES 5
- ---------------------------------------------------------------

Adviser to the Trust 5
Advisory Fees 5

ADMINISTRATIVE SERVICES 5
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS 5
- ---------------------------------------------------------------

PURCHASING SHARES 6
- ---------------------------------------------------------------

Conversion to Federal Funds 6

DETERMINING NET ASSET VALUE 6
- ---------------------------------------------------------------

Use of the Amortized Cost Method 6

REDEEMING SHARES 7
- ---------------------------------------------------------------
Redemption in Kind 7

TAX STATUS 7
- ---------------------------------------------------------------
The Trust's Tax Status 7
Shareholders' Tax Status 7

YIELD 8
- ---------------------------------------------------------------

EFFECTIVE YIELD 8
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS 8
- ---------------------------------------------------------------

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

Trust for Government Cash Reserves was established as a Massachusetts business
trust under a Declaration of Trust dated January 26, 1989.

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

The Trust's investment objective is to provide high current income consistent
with stability of principal and liquidity. The investment objective cannot be
changed without approval of shareholders.

TYPES OF INVESTMENTS

The Trust invests only in short-term U.S. government securities.

VARIABLE RATE U.S. GOVERNMENT SECURITIES

Some of the short-term U.S. government securities the Trust may purchase
carry variable interest rates. These securities have a rate of interest
subject to adjustment at least annually. This adjusted interest rate is
ordinarily tied to some objective standard, such as the 91-day U.S.
Treasury bill rate.

Variable interest rates will reduce the changes in the market value of
such securities from their original purchase prices. Accordingly, the
potential for capital appreciation or capital depreciation should not be
greater than the potential for capital appreciation or capital
depreciation of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of the variable
rate U.S. government securities.

The Trust may purchase variable rate U.S. government securities upon the
determination by the Board of Trustees ("Trustees") that the interest
rate as adjusted will cause the instrument to have a current market value
that approximates its par value on the adjustment date.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

These transactions are made to secure what is considered to be an advantageous
price and yield for the Trust. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

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

The Trust will limit its purchase of securities on a when-issued or delayed
delivery basis to no more than 20% of the value of its total assets.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

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

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Trust will not issue senior securities except that the Trust may
borrow money in amounts up to one-third of the value of its total assets,
including the amounts borrowed.

The Trust will not borrow money except as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by
enabling the Trust to meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or disadvantageous. The
Trust will not purchase any securities while borrowings in excess of 5%
of its total assets are outstanding.

PLEDGING ASSETS

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

LENDING CASH OR SECURITIES

The Trust will not lend any of its assets, except that it may purchase or
hold U.S. government securities, permitted by its investment objective,
policies and limitations.

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

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 those limitations becomes effective.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

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

INVESTING IN ILLIQUID SECURITIES

The Trust will not invest more than 10% of the value of its net assets in
illiquid securities.

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

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

OFFICERS AND TRUSTEES

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

John F. Donahue* Chairman Chairman and Trustee, Federated Investors; Chairman and
Federated Investors and 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.
- ---------------------------------------------------------------------------------------------------------------
John T. Conroy, Jr Trustee Senior Vice President, John R. Wood and Associates, Inc.,
Wood/IPC Commercial Realtors; President, Northgate Village Development
Department Corporation; General Partner or Trustee in private real
John R. Wood and estate ventures in Southwest Florida; Director, Trustee, or
Associates, Inc., Managing General Partner of the Funds; formerly, President,
Realtors Naples Property Management, Inc.
3255 Tamiami Trail North
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 Funds;
Concord, MA 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,
5916 Penn Mall Eat'N Park Restaurants, Inc. and Statewide Settlement
Pittsburgh, PA Agency, Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Counsel, Horizon Financial, F.A.,
Western Region.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

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

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, Inc.
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
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,
5916 Penn Mall Meritcare, Inc.; Director, Eat'N Park Restaurants; Director,
Pittsburgh, PA Trustee, or Managing General Partner of the Funds; formerly,
Vice Chairman, Horizon Financial, F.A.

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

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 Center;
Pittsburgh, PA Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; formerly,
Chairman, National Advisory Council for Environmental Policy
and Technology.

- ---------------------------------------------------------------------------------------------------------------
Marjorie P. Smuts Trustee Public relations/marketing consultant; Director, Trustee, or
4905 Bayard Street Managing General Partner of the Funds.
Pittsburgh, PA
- ---------------------------------------------------------------------------------------------------------------

J. Christopher Donahue Vice President President and Trustee, Federated Investors; Trustee,
Federated Investors Federated Advisers, Federated Management, and Federated
Tower Research; President and Director, Federated Administrative
Pittsburgh, PA Services, Inc.; Trustee, Federated Services Company;
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.; President
Tower or Vice President of the Funds; Director or Trustee of some
Pittsburgh, PA 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 Director, Federated Administrative Services,
Inc.; Trustee of some of the Funds; Vice President and
Treasurer of the Funds.
- ---------------------------------------------------------------------------------------------------------------

John W. McGonigle Vice President Vice President, Secretary, General Counsel, and Trustee,
Federated Investors and Secretary Federated Investors; Vice President, Secretary and Trustee,
Tower Federated Advisers, Federated Management, and Federated
Pittsburgh, PA Research; Trustee, Federated Services Company; Executive
Vice President, Secretary, and Director, Federated
Administrative Services, Inc.; Director and Executive Vice
President, Federated Securities Corp.; Vice President and
Secretary of the Funds.

- ---------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

THE FUNDS

The Funds," and "Funds" mean the following investment companies: A.T. Ohio
Tax-Free Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; BankSouth
Select Funds; The Boulevard Funds; California Municipal Cash Trust; Cash Trust
Series; Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; FT Series, Inc.; Federated ARMs
Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government
Trust; Federated Growth Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Intermediate Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
U.S. Government Bond Fund; First Priority Funds; Federated 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;
Insurance Management Series; Intermediate Municipal Trust; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
Term Trust, Inc.-1999; Liberty U.S. Government Money Market Trust; Liberty
Utility Fund, Inc.; Liquid Cash Trust; 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; 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; and Trust for U.S. Treasury Obligations.

TRUST OWNERSHIP

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

As of December 31, 1993, the following shareholders owned 5% or more of the
outstanding shares of the Trust:

Anderson & Co., Philadelphia, PA, owned approximately 75,951,183 Shares (7.46%);
Kenpar & Co., Santa Ana, CA, owned approximately 82,292,821 Shares (8.08%);
Currier & Co., Salem, MA, owned approximately 61,593,635 shares (6.05%); and
Scaup & Co., Boston, MA, owned approximately 51,245,377 Shares (5.03%).

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
to the Trust or its shareholders for money damages except where such exemption
from liability is not permitted by law. However, nothing in the Declaration of
Trust protects the Trustees against any liability to which they would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.

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

ADVISER TO THE TRUST

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

The adviser shall not be liable to the Trust 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, Federated Research receives an annual investment
advisory fee as described in the prospectus. During the fiscal years ended
November 30, 1993, 1992, and 1991, the Trust's adviser earned $4,366,904,
$4,670,053, and $4,474,598, respectively, of which $357,710, $280,690, and
$218,163, respectively, were voluntarily waived because of undertakings to limit
the Trust's expenses.

STATE EXPENSE LIMITATION

The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Trust's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses)
exceed 2.5% 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 Trust's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be reimbursed by the adviser will
be limited, in any single fiscal year, by the amount of the investment
advisory fee.

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

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

Federated Administrative Services, Inc., a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust at approximate cost.
For the fiscal years ended November 30, 1993, 1992, and 1991, the Trust incurred
administrative service fees of $554,513, $484,781, and $486,145, respectively.
John A. Staley, IV, an officer of the Trust, and Dr. Henry J. Gailliot, an
officer of Federated Research, the adviser to the Trust, each hold approximately
15% and 20%, respectively, of the outstanding common stock and serve as
Directors of Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services, Inc. For the fiscal
years ended November 30, 1993, 1992, and 1991, Federated Administrative
Services, Inc. paid approximately $164,324, $186,144, and $193,178,
respectively, for services provided by Commercial Data Services, Inc.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the investment adviser will generally use those
who are recognized dealers in specific portfolio instruments, except when a
better price and execution of the order can be obtained elsewhere. The adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Trustees.

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

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

- - security analysis and reports;

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

- - economic studies;

- - industry studies;

- - receipt of quotations for portfolio evaluations; and

- - similar services.

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 of
the Trust is explained in the prospectus under "Investing in the Trust."

CONVERSION TO FEDERAL FUNDS

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

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

The Trust attempts to stabilize the value of a share at $1.00. The days on which
net asset value is calculated by the Trust are described in the prospectus.

USE OF THE AMORTIZED COST METHOD

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.

The Trust's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Trust's investment objective.

Under the Rule, the Trust is permitted to purchase instruments which are subject
to demand features or standby commitments. As defined by the Rule, a demand
feature entitles the Trust to receive the principal amount of the instrument
from the issuer or a third party on (1) no more than 30 days' notice or (2) at
specified intervals not exceeding one year on no more than 30 days' notice. A
standby commitment entitles the Trust to achieve same day settlement and to
receive an exercise price equal to the amortized cost of the underlying
instrument plus accrued interest at the time of exercise.

MONITORING PROCEDURES

The Trustees' procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based
upon available indications of market value. The Trustees will decide
what, if any, steps should be taken if there is a difference of more than
.5 of 1% between the two values. The Trustees will take any steps they
consider appropriate (such as redemption in kind or shortening the
average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of
determining net asset value.

INVESTMENT RESTRICTIONS

The Rule requires that the Trust limit its investments to instruments
that, in the opinion of the Trustees, present minimal credit risk and
have received the requisite rating from one or more nationally recognized
statistical rating organizations. If the instruments are not rated, the
Trustees must determine that they are of comparable quality. The Rule
also requires the Trust to maintain a dollar-weighted average portfolio
maturity (not more than 90 days) appropriate to the objective of
maintaining a stable net asset value of $1.00 per

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

share. In addition, no instrument with a remaining maturity of more than
397 days can be purchased by the Trust.

Should the disposition of a portfolio security result in a
dollar-weighted average portfolio maturity of more than 90 days, the
Trust will invest its available cash to reduce the average maturity to 90
days or less as soon as possible.

The Trust may attempt to increase yield by trading portfolio securities to take
advantage of short-term market variations. This policy may, from time to time,
result in high portfolio turnover. Under the amortized cost method of valuation,
neither the amount of daily income nor the net asset value is affected by any
unrealized appreciation or depreciation of the portfolio.

In periods of declining interest rates, the indicated daily yield on Shares
computed by dividing the annualized daily income on the Trust's portfolio by the
net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates.

In periods of rising interest rates, the indicated daily yield on Shares
computed the same way may tend to be lower than a similar computation made by
using a method of calculation based upon market prices and estimates.

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

The Trust redeems shares at the next computed net asset value after the Trust
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

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

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

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

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

THE TRUST'S TAX STATUS

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

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

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

- - invest in securities within certain statutory limits; and

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

SHAREHOLDERS' TAX STATUS

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

CAPITAL GAINS

Capital gains experienced by the Trust could result in an increase in
dividends. Capital losses could result in a decrease in dividends. If,
for some extraordinary reason, the Trust realizes net long-term capital
gains, it will distribute them at least once every 12 months.

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

The Trust's yield for the seven-day period ended November 30, 1993 was 2.88%.
The Trust calculates its yield daily, based upon the seven days ending on the
day of the calculation, called the 'base period.' This yield is computed by:

- - determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net change
excluding capital changes but including the value of any additional shares
purchased with dividends earned from the original one share and all dividends
declared on the original and any purchased shares;

- - dividing the net change in the account's value by the value of the account at
the beginning of the base period to determine the base period return; and

- - multiplying the base period return by (365/7).

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

EFFECTIVE YIELD
- --------------------------------------------------------------------------------

The Trust's effective yield for the seven-day period ending November 30, 1993
was 2.92%.

The Trust's effective yield is computed by compounding the unannualized base
period return by:

- - adding 1 to the base period return;

- - raising the sum to the 365/7 power; and

- - subtracting 1 from the result.

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

The Trust's performance depends upon such variables as:

- - portfolio quality;

- - average portfolio maturity;

- - type of instruments in which the portfolio is invested;

- - changes in interest rates on money market instruments;

- - changes in Trust expenses; and

- - the relative amount of Trust cash flow.

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 net asset value. The financial
publications and/or indices which the Fund uses in advertising may include:

- - DISCOUNT CORPORATION OF NEW YORK 30-DAY FEDERAL AGENCIES, for example, is a
weekly quote of the average daily offering price for selected federal agency
issues maturing in 30 days.

- - SALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most
representative yields for selected securities, issued by the U.S. Treasury,
maturing in 30 days.
9022103B (1/94)

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A)
(b) Exhibits:
(1) Copy of Declaration of Trust of the Registrant (1.);
(2) Copy of By-Laws of the Registrant (1.);
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant (2.);
(5) Copy of Investment Advisory Contract of the Registrant
(4.);
(6) Copy of Distributor's Contract of the Registrant (1.);
(7) Not applicable;
(8) Conformed Copy of Custodian Agreement of the
Registrant;+
(9) Conformed Copy of Transfer Agency and Service
Agreement;+
(10) Copy of Opinion and Consent of Counsel as
to legality of shares being registered (2.);
(11) Conformed Copy of Consent of Independent
Public Accountants;+
(12) Not applicable;
(13) Copy of Initial Capital Understanding
(2.);
(14) Not applicable;
(15) Not applicable;
(16) Schedule for Computation of Fund
Performance Data (3);
(17) Conformed Copy of Power of Attorney;+
(18) Conformed Copy of Opinion and Consent of
Counsel as to Availability of Rule 485(b).+

Item 25. Persons Controlled by or Under Common Control with Registrant:

No persons are controlled by the Registrant.

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of December 31, 1993

Shares of beneficial interest 1,556
(No Par Value)

Item 27. Indemnification: (3)

+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's Registration
Statement on Form N-1A filed on February 23, 1989. (File Nos. 811-5772
and 33-27178.)
2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed on March 23, 1989. (File Nos.
811-5772 and 33-27178.)
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed July 26, 1989. (File No. 811-5772
and 33-27178)
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed November 22, 1989. (File
Nos. 811-5772 and 33-27178)

Item 28. Business and Other Connections of Investment Adviser:

For a description of the other business of the investment adviser,
see the section entitled "Trust Information - Management of the
Trust" in Part A. The affiliations with the Registrant of four of
the Trustees and Officers of the investment adviser and their
business addresses are included in Part B of this Registration
Statement under "Trust Management - Officers and Trustees." The
remaining Trustee of the investment adviser, his positions with
the investment adviser, and, in parentheses, his principal
occupation is: Mark D. Olson, (Partner, Wilson, Halbrook &
Bayard) 107 W. Market Street, Georgetown, Delaware 19947.

The remaining Officers of the investment adviser are: Mark L.
Mallon, Executive Vice President; Henry J. Gailliot, Senior Vice
President-Economist; Peter R. Anderson, William D. Dawson, III, J.
Thomas Madden, J. Alan Minteer, and Thomas N. Slonaker, Senior
Vice Presidents; Jonathan C. Conley, Mark Durbiano, Roger A.
Early, David C. Francis, Edward C. Gonzales, Gary J. Madich,
Gregory M. Melvin, John W. McGonigle, Mary Jo Ochson, Stephen B.
Ward, and Linda Ziglar, Vice Presidents, Edward C. Gonzales,
Treasurer, and John W. McGonigle, Secretary. The business address
of each of the Officers of the investment adviser is Federated
Investors Tower, Pittsburgh, PA 15222-3779. These individuals are
also officers of a majority of the investment advisers to the
Funds listed in Part B of this Registration Statement under "Trust
Management - Federated Funds."

Item 29. Principal Underwriters:

(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: A.T. Ohio Tax-Free
Money Fund; American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government
Money Trust; BankSouth Select Funds; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; The Boulevard Funds;
California Municipal Cash Trust; Cambridge Series Trust; Cash
Trust Series, Inc.; Cash Trust Series II; Convertible
Securities and Income, Inc.; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; FT Series, Inc.;
Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated
Income Securities Trust; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High
Yield Trust; Federated Income Trust; Federated Index Trust;
Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated
Short-Intermediate Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free
Trust;Federated U.S. Government Bond Fund; Financial Reserves
Fund; First Priority Funds; First Union Funds; Fixed Income
Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fountain Square Funds; Fund for U.S.
Government Securities, Inc.; Government Income Securities,
Inc.; High Yield Cash Trust; Independence One Mutual Funds;
Insurance Management Series; Intermediate Municipal Trust;
Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
Term Trust, Inc. - 1999; Liberty U.S. Government Money Market
Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Mark
Twain Funds; Marshall Funds, Inc.; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; The
Monitor Funds; Municipal Securities Income Trust; New York
Municipal Cash Trust; 111 Corcoran Funds; The Planters Funds;
Portage Funds; RIMCO Monument Funds; The Shawmut Funds;
Signet Select Funds; SouthTrust Vulcan Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Tower Mutual Funds; Trademark Funds; Trust
for Financial Institutions; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations;
Vision Fiduciary Funds, Inc.; and Vision Group of Funds, Inc.

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

(b)

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

Richard B. Fisher Director, President, Vice President
Federated Investors Tower Asst. Secretary, and
Pittsburgh, PA 15222-3779 Asst. Treasurer, Federated
Securities Corp.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mark R. Gensheimer Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

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

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

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

Dwight E. Reichard Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Brian L. Sullivan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Sharon M. Morgan Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Item 30. Location of Accounts and Records: (1.)

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.

1. Response is incorporated by reference to Registrant's Registration
Statement on Form N-1A filed February 23, 1989. (File Nos. 811-5772 and
33-27178.)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TRUST FOR GOVERNMENT CASH
RESERVES, certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 26th day of January, 1994.

TRUST FOR GOVERNMENT CASH RESERVES

BY: /s/G. Andrew Bonnewell
G. Andrew Bonnewell, Assistant Secretary
Attorney in Fact for John F. Donahue
January 26, 1994

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

NAME TITLE DATE

By: /s/G. Andrew Bonnewell
G. Andrew Bonnewell Attorney In Fact January 26, 1994
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

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

Glen R. Johnson* President

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

John T. Conroy* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

Gregor F. Meyer* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

* By Power of Attorney

Exhibit (11) under Form N-1A
Exhibit 23 under Item 601/Reg. S-K

ARTHUR ANDERSEN & CO.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 9 to Form N-1A Registration Statement of Trust
for Government Cash Reserves of our report dated January 14, 1994, on the
financial statements of Trust for Government Cash Reserves, included in or
made a part of this registration statement.

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

Pittsburgh, Pennsylvania,
January 20, 1994

Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

CUSTODIAN CONTRACT
Between
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
and
STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

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

2. Duties of the Custodian With Respect to Property
of the Funds Held by the Custodian............................... 1
2.1 Holding Securities........................................ 1
2.2 Delivery of Securities.................................... 2
2.3 Registration of Securities................................ 4
2.4 Bank Accounts............................................. 4
2.5 Payments for Shares....................................... 4
2.6 Availability of Federal Funds............................. 4
2.7 Collection of Income...................................... 5
2.8 Payment of Fund Moneys.................................... 5
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased........................... 6
2.10 Payments for Repurchases or Redemptions
of Shares of a Fund....................................... 6
2.11 Appointment of Agents..................................... 6
2.12 Deposit of Fund Assets in Securities System............... 7
2.13 Segregated Account........................................ 8
2.14 Joint Repurchase Agreements............................... 8
2.15 Ownership Certificates for Tax Purposes................... 8
2.16 Proxies................................................... 9
2.17 Communications Relating to Fund Portfolio Securities...... 9
2.18 Proper Instructions....................................... 9
2.19 Actions Permitted Without Express Authority............... 9
2.20 Evidence of Authority.....................................10

3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income....................10

4. Records..........................................................10

5. Opinion of Funds' Independent Auditors...........................11

6. Reports to Trust by Independent Auditors.........................11

7. Compensation of Custodian........................................11

8. Responsibility of Custodian......................................11

9. Effective Period, Termination and Amendment......................13

10. Successor Custodian..............................................13

11. Interpretive and Additional Provisions...........................14

12. Massachusetts Law to Apply.......................................14

13. Notices..........................................................14

14. Counterparts.....................................................14

15. Limitations of Liability.........................................15
CUSTODIAN CONTRACT

This Contract between TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES,
(the "Trust"), a Massachusetts business trust, on behalf of the portfolios
(hereinafter collectively called the "Funds" and individually referred to as
a "Fund") of the Trust, organized and existing under the laws of the
Commonwealth of Massachusetts, having its principal place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company, having its
principal place of business at 225 Franklin Street, Boston, Massachusetts,
02110, hereinafter called the "Custodian",
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.7 Collection of Income.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.18 Proper Instructions. Proper Instructions as used throughout this
Section 2 means a writing signed or initialed by one or more person or
persons as the Board shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give
such instructions with respect to the transaction involved. The Trust
shall cause all oral instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as
to the authorization by the Board of the Trust accompanied by a
detailed description of procedures approved by the Board, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board and
the Custodian are satisfied that such procedures afford adequate
safeguards for a Fund's assets.

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

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

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

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

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

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

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

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

4. Records.

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

5. Opinion of Funds' Independent Auditors.

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

6. Reports to Trust by Independent Auditors.

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

7. Compensation of Custodian.

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

8. Responsibility of Custodian.

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

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

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

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

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

9. Effective Period, Termination and Amendment.

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

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

10. Successor Custodian.

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

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

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

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

11. Interpretive and Additional Provisions.

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

12. Massachusetts Law to Apply.

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

13. Notices.

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

14. Counterparts.

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

15. Limitations of Liability.

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

IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and
its seal to be hereunder affixed as of the 1st day of October, 1992.

ATTEST: TRUST FOR SHORT-TERM U.S. GOVERNMENT
SECURITIES

/s/S. Elliott Cohan By /s/John W. McGonigle
Assistant Secretary Vice President

ATTEST STATE STREET BANK AND TRUST COMPANY

/s/Claire E. Radowicz By /s/Ronald E. Logue
Assistant Secretary Senior Vice President

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

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 1st day of December, 1992, by and between
TRUST FOR GOVERNMENT CASH RESERVES, a Massachusetts business trust, having
its principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the "Trust"), on behalf of the portfolios
(individually referred to herein as a "Fund" and collectively as "Funds") of
the Trust, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Company").

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of beneficial interest
("Shares"); and

WHEREAS, the Trust desires to appoint the Company as its transfer agent,
dividend disbursing agent, and agent in connection with certain other
activities, and the Company desires to accept such appointment; and

WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of its duties and responsibilities
hereunder with Federated Services Company or another agent (the "Agent");

NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:

SECTION ONE: Fund Accounting.
Article 1. Reserved.
Article 2. Reserved.
Article 3. Reserved.

SECTION TWO: Shareholder Recordkeeping.

Article 4. Terms of Appointment.

Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Company to act as, and the Company
agrees to act as, transfer agent for each Fund's Shares, dividend disbursing
agent, and agent in connection with any accumulation, open-account or similar
plans provided to the shareholders of any Fund ("Shareholders"), including
without limitation any periodic investment plan or periodic withdrawal
program.

Proper Instructions as used throughout Section Two of this Agreement
means a writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction involved. Oral
instructions will be considered Proper Instructions if the Company reasonably
believes them to have been given by a person previously authorized in Proper
Instructions to give such instructions with respect to the transaction
involved. The Trust and the Company shall cause all oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices provided
that the Trust and the Company are satisfied that such procedures afford
adequate safeguards for a Fund's assets. Proper Instructions may only be
amended in writing.

Article 5. Duties of the Company.

The Company agrees that it will perform the following services in
accordance with Proper Instructions as may be provided from time to time by
the Trust as to any Fund:

A. Purchases

(1) The Company shall receive orders and payment for the purchase
of shares and promptly deliver payment and appropriate
documentation therefore to the custodian of the relevant Fund,
(the "Custodian"). The Company shall notify the Trust and the
Custodian on a daily basis of the total amount of orders and
payments so delivered.

(2) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, the Company shall compute and issue the
appropriate number of shares and hold such shares in the
appropriate Shareholder accounts.

(3) If a Shareholder or its agent requests a certificate, the
Company, as Transfer Agent, shall countersign and mail by first
class mail, a certificate to the Shareholder at his address as
set forth on the transfer books of the Fund, subject to any
Proper Instructions regarding the delivery of certificates.

(4) In the event that any check or other order for the purchase of
Shares of the Fund is returned unpaid for any reason, the
Company shall debit the Share account of the Shareholder by the
number of Shares that had been credited to his account upon
receipt of the check or other order, promptly mail a debit
advice to the Shareholder, and notify the Trust of its action.
In the event that the amount paid for such Shares exceeds
proceeds of the redemption of such Shares plus the amount of
any dividends paid with respect to such Shares, the Company
will receive reimbursement of such excess from the Fund or its
distributor.

B. Distribution

(1) Upon notification by the Trust of the declaration of any
distribution to shareholders, the Company shall act as Dividend
Disbursing Agent for the Fund in accordance with the provisions
of its governing document and the then current Prospectus of
the Fund and as such shall prepare and mail or credit income,
capital gain, or any other payments to Shareholders. As the
Dividend Disbursing Agent, the Company shall, on or before the
payment date of any such distribution, notify the Custodian of
the estimated amount required to pay any portion of said
distribution which is payable in cash and request the Custodian
to make available sufficient funds for the cash amount to be
paid out. The Company shall reconcile the amounts so requested
and the amounts actually received with the Custodian on a daily
basis. If a Shareholder is entitled to receive additional
Shares by virtue of any such distribution or dividend,
appropriate credits shall be made to the Shareholder's account
and certificates delivered where requested; and

(2) The Company shall maintain records of account for each Fund and
advise the Trust and its Shareholders as to the foregoing.

C. Redemptions and Transfers

(1) The Company shall receive redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Fund Prospectus or set
forth in Proper Instructions, deliver the appropriate
instructions therefore to the Custodian. The Company shall
notify the Trust on a daily basis of the total amount of
redemption requests processed and monies paid to the Company by
the Custodian for redemptions.

(2) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, the Company
shall pay over or cause to be paid over in the appropriate
manner such monies as instructed by the redeeming Shareholders,
pursuant to procedures described in the then current Prospectus
of the Fund.

(3) If any such certificate or request for redemption does not
comply with the procedures for redemption approved by the
Trust, the Company shall promptly notify the Shareholder and
the Trust of such fact, together with the reason therefor, and
shall effect such redemption at the price applicable to the
date and time of receipt of documents complying with said
procedures.

(4) The Company shall effect transfers of Shares by the registered
owners thereof.

(5) The Company shall identify and process abandoned accounts and
uncashed checks for state escheat requirements on an annual
basis and report such actions to the Trust.

D. Recordkeeping

(1) The Company shall record the issuance of shares of the Fund and
maintain pursuant to applicable rules of the Securities and
Exchange Commission ("SEC") a record of the total number of
shares of the Fund which are authorized, based upon data
provided to it by the Trust, and issued and outstanding. The
Company shall also provide the Trust on a regular basis or upon
reasonable request with the total number of Shares which are
authorized and issued and outstanding, but shall have no
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such
shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which functions shall be the sole
responsibility of the Trust.

(2) The Company shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be
performed hereunder in the form and manner as agreed to by the
Trust to include a record for each Shareholder's account of the
following:

(a) Name, address and tax identifying number (and whether such
number has been certified);

(b) Number of Shares held;

(d) Any stop or restraining order placed against the account;

(e) Information with respect to withholdings in the case of a
foreign account or an account for which withholding is
required by the Internal Revenue Code;

(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;

(g) Certificate numbers and denominations for any Shareholder
holding certificates;

(h) Any information required in order for the Company to
perform the calculations contemplated or required by this
Agreement.

(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such
record retention shall be at the expense of the Fund, and such
records may be inspected by the Trust at reasonable times. The
Company may, at its option at any time, and shall forthwith
upon the Trust's demand, turn over to the Trust and cease to
retain in the Company's files, records and documents created
and maintained by the Company pursuant to this Agreement, which
are no longer needed by the Company in performance of its
services or for its protection. If not so turned over to the
Trust, such records and documents will be retained by the
Company for six years from the year of creation, during the
first two of which such documents will be in readily accessible
form. At the end of the six year period, such records and
documents will either be turned over to the Trust or destroyed
in accordance with Proper Instructions.

E. Confirmations/Reports

(1) The Company shall furnish to the Trust periodically the
following information:

(a) A copy of the transaction register;

(b) Dividend and reinvestment blotters;

(c) The total number of Shares issued and outstanding in each
state for "blue sky" purposes as determined according to
Proper Instructions delivered from time to time by the
Trust to the Company;

(d) Shareholder lists and statistical information;

(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees,
or other transaction- or sales-related payments;

(f) Such other information as may be agreed upon from time to
time.

(2) The Company shall prepare in the appropriate form, file with
the Internal Revenue Service and appropriate state agencies,
and, if required, mail to Shareholders, such notices for
reporting dividends and distributions paid as are required to
be so filed and mailed and shall withhold such sums as are
required to be withheld under applicable federal and state
income tax laws, rules and regulations.

(3) In addition to and not in lieu of the services set forth above,
the Company shall:

(a) Perform all of the customary services of a transfer agent,
dividend disbursing agent and, as relevant, agent in
connection with accumulation, open-account or similar
plans (including without limitation any periodic
investment plan or periodic withdrawal program), including
but not limited to: maintaining all Shareholder accounts,
mailing Shareholder reports and Prospectuses to current
Shareholders, withholding taxes on accounts subject to
back-up or other withholding (including non-resident alien
accounts), preparing and filing reports on U.S. Treasury
Department Form 1099 and other appropriate forms required
with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing
confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and

(b) provide a system which will enable the Trust to monitor
the total number of Shares of each Fund sold in each state
("blue sky reporting"). The Trust shall by Proper
Instructions (i) identify to the Company those
transactions and assets to be treated as exempt from the
blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the
system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of the
Company for each Fund's state blue sky registration status
is limited solely to the recording of the initial
classification of transactions or accounts with regard to
blue sky compliance and the reporting of such transactions
and accounts to the Trust as provided above.

F. Other Duties

(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other correspondence
as may from time to time be addressed to the Company;

(2) The Company shall prepare Shareholder meeting lists, mail proxy
cards and other material supplied to it by the Trust in
connection with Shareholder Meetings of each Fund; receive,
examine and tabulate returned proxies; and certify the vote of
the Shareholders;

(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check forms
and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such
certificates, forms and devices.

Article 6. Duties of the Trust.

A. Compliance

The Trust assumes full responsibility for the preparation, contents
and distribution of each Prospectus of the Fund and for complying
with all applicable requirements of the Securities Act of 1933, as
amended, the 1940 Act and any laws, rules and regulations of
government authorities having jurisdiction.

B. Share Certificates

The Trust shall supply the Company with a sufficient supply of blank
Share certificates and from time to time shall renew such supply
upon request of the Company. Such blank Share certificates shall be
properly signed, manually or by facsimile, if authorized by the
Trust and shall bear the seal of the Trust or facsimile thereof; and
notwithstanding the death, resignation or removal of any officer of
the Trust authorized to sign certificates, the Company may continue
to countersign certificates which bear the manual or facsimile
signature of such officer until otherwise directed by the Trust.

C. Distributions

The Trust shall promptly inform the Company of the declaration of
any dividend or distribution on account of any Fund's shares.

Article 7. Fees and Expenses.

A. Annual Fee

For performance by the Company pursuant to Section Two of this
Agreement, the Trust agrees to pay the Company an annual maintenance
fee for each Shareholder account as set out in the fee schedule,
attached hereto. Such fees may be changed from time to time subject
to mutual written agreement between the Trust and the Company.

B. Reimbursements

In addition to the fee paid under Article 7A above, the Trust agrees
to reimburse the Company for out-of-pocket expenses or advances
incurred by the Company for the items set out in attached hereto.
In addition, any other expenses incurred by the Company at the
request or with the consent of the Trust, will be reimbursed by the
appropriate Fund.

C. Payment

The Company shall issue billing notices with respect to fees and
reimbursable expenses on a timely basis, generally within 15 days
following the end of the month in which the fees and expenses have
been incurred. The Trust agrees to pay all fees and reimbursable
expenses within 30 days following the receipt of the respective
billing notices.

Article 8. Assignment of Shareholder Recordkeeping.

Except as provided below, neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
written consent of the other party.

(1) This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and
assigns.

(2) The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) Boston
Financial Data Services, Inc., a Massachusetts Trust ("BFDS"),
which is duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934, as
amended, or any succeeding statute ("Section 17A(c)(1)"), or
(B) a BFDS subsidiary duly registered as a transfer agent
pursuant to Section 17A(c)(1), or (C) a BFDS affiliate;
provided, however, that the Company shall be as fully
responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions; or

(3) The Company may without further instruction or consent on the
part of the Trust subcontract for the performance hereof with
Federated Services Company, with offices at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779, which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) or
any succeeding statutes; provided, however, that the Company
shall in no way be responsible to the Trust for the acts and
omissions of Federated Services Company; or

(4) The Company shall upon instruction from the Trust subcontract
for the performance hereof with an Agent, other than Federated
Services Company or BFDS as described in (2) above, which is
duly registered as a transfer agent pursuant to Section
17A(c)(1) or any succeeding statutes; provided, however, that
the Company shall in no way be responsible to the Trust for the
acts and omissions of the Agent.

SECTION THREE: General Provisions.

Article 9. Documents.

A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following documents:

(1) A copy of the Declaration of Trust and By-Laws of the Trust and
all amendments thereto;

(2) A copy of the resolution of the Board of the Trust authorizing
this Agreement;

(3) Specimens of all forms of outstanding Share certificates of the
Funds in the forms approved by the Board of the Trust with a
certificate of the Secretary of the Trust as to such approval;

(4) All account application forms and other documents relating to
Shareholders accounts; and

(5) A copy of the current Prospectus for each fund.

B. The Trust will also furnish from time to time the following
documents:

(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's Shares;

(2) Each Registration Statement filed with the SEC and amendments
thereof and orders relating thereto in effect with respect to
the sale of Shares of any Fund;

(3) A certified copy of each amendment to the governing document
and the By-Laws of the Trust;

(4) Certified copies of each vote of the Board authorizing officers
to give Proper Instructions to the Transfer Agent;

(5) Specimens of all new Share certificates representing Shares of
any Fund, accompanied by Board resolutions approving such
forms;

(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or appropriate
in the proper performance of its duties; and

(7) Revisions to the Prospectus of any Fund.

Article 10. Representations and Warranties.

A. Representations and Warranties of the Company

The Company represents and warrants to the Trust that:

(1) It is a trust company duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

(2) It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.

(3) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.

(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

(6) It is in compliance with federal securities law requirements
and in good standing as a transfer agent.

B. Representations and Warranties of the Trust

The Trust represents and warrants to the Company that:

(1) It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

(2) It is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement.

(3) All corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.

(4) The Trust is an open-end investment company registered under
the 1940 Act.

(5) A registration statement under the Securities Act of 1933 will
be effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.

Article 11. Standard of Care/Indemnification.

A. Standard of Care

The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Agreement; provided, however
that the Company shall be held to any higher standard of care which
would be imposed upon the Company by any applicable law or
regulation even though such stated standard of care was not part of
this Agreement.

B. Indemnification by Trust

The Company shall not be responsible for and the Trust shall
indemnify and hold the Company harmless against any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:

(1) The Trust's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Trust's lack of good
faith, negligence or willful misconduct or which arise out of
the breach of any representation or warranty of the Trust
hereunder.

(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in proper
form which

(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf of the
Trust, its shareholders or investors regarding the
purchase, redemption or transfer of shares and shareholder
account information, or

(b) have been prepared and/or maintained by the Trust or its
affiliates or any other person or firm on behalf of the
Trust.

(3) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the Trust.

(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.

Provided, however, that the Company shall not be protected by this
Article 11.B. from liability for any act or omission resulting from
the Company's lack of good faith, negligence, willful misconduct, or
failure to meet the standard of care set forth in Article 11.A.,
above.

C. Indemnification by the Company

The Company shall indemnify and hold each Fund harmless from and
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of or attributable to
any action or failure or omission to act by the Company as a result
of the Company's lack of good faith, negligence, willful misconduct,
or failure to meet the standard of care set forth in Article 11.A
above.

D. Reliance

At any time the Company may apply to any officer of the Trust for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by
the Company under this Agreement, and the Company and its agents or
subcontractors shall not be liable and shall be indemnified by the
appropriate Fund for any action reasonably taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel
provided such action is not in violation of applicable Federal or
state laws or regulations. The Company, its agents and
subcontractors shall be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and the
proper countersignature of any former transfer agent or registrar,
or of a co-transfer agent or co-registrar.

E. Notification

In order that the indemnification provisions contained in this
Article 11 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with respect
to all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or
make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written
consent.

Article 12. Termination of Agreement.

This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other. Should the Trust exercise its rights
to terminate, all out-of-pocket expenses associated with the movement of
records and materials will be borne by the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination.

Article 13. Amendment.

This Agreement may be amended or modified by a written agreement
executed by both parties.

Article 14. Reserved.

Article 15. Governing Law. Massachusetts Law to Apply

This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.

Article 16. Reserved

Article 17. Reserved.

Article 18. Limitations of Liability of Trustees and Shareholders of the
Trust.

The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any of
the Trustees or shareholders of the Trust, but bind only the appropriate
trust property of a Fund or Class as provided in the Declaration of Trust.

Article 19. Reserved.

Article 20. Reserved.

Article 21. Merger of Agreement.

This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written.

Article 22. Reserved.

Article 23. Reserved.

Article 24. Reserved.

Article 25. Severability.

In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.

ATTEST: TRUST FOR GOVERNMENT CASH RESERVES

/s/S. Elliott Cohan By:/s/John W. McGonigle
Assistant Secretary Vice President

ATTEST: STATE STREET BANK AND TRUST COMPANY

/s/M. E. Fox By:/s/Ronald E. Logue
Assistant Secretary Executive Vice President

Exhibit 17 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of Trust for Government
Cash Reserves and the Assistant General Counsel of Federated Investors,
and each of them, their true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for them and in their
names, place and stead, in any and all capacities, to sign any and all
documents to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, the Securities Exchange Act of
1934 and the Investment Company Act of 1940, by means of the Securities
and Exchange Commission's electronic disclosure system known as EDGAR;
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to sign and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of them might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE

/s/ John F. Donahue Chairman and
Trustee January 21, 1994
John F. Donahue (Chief Executive Officer)
and Trustee

/s/ Glen R. Johnson President and Trustee January 21,
1994

/s/ Edward C. Gonzales Vice President and Treasurer January 21,
1994
Edward C. Gonzales (Principal Financial and
Accounting Officer)

/s/ William J. Copeland Trustee January 21,
1994

/s/ James E. Dowd Trustee January 21,
1994

/s/ Lawrence D. Ellis, M.D. Trustee
January 21, 1994

/s/ Edward L. Flaherty, Jr. Trustee
January 21, 1994

/s/ Gregor F. Meyer Trustee January 21,
1994

/s/ Wesley W. Posvar Trustee January 21,
1994

SIGNATURES TITLE DATE

/s/ Marjorie P. Smuts Trustee January 21,
1994

/s/ Peter E. Madden Trustee January 21,
1994

/s/ John T. Conroy, Jr. Trustee
January 21, 1994

Sworn to and subscribed before me this 21st day of January, 1994.

/s/ Marie M. Hamm
Notary Public

Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires September 16, 1996
Member, Pennsylvania Association of Notaries

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

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

MARIO SANTILLI, JR.
THEODORE M. HAMMER

January 24, 1994

Trust for Government Cash Reserves
Federated Investors Tower
Pittsburgh, PA 15222-3779

Gentlemen:

As counsel to Trust for Government Cash Reserves ("Trust")
we have reviewed Post-effective Amendment No. 9 to the Trust's
Registration Statement to be filed with the Securities and
Exchange Commission under the Securities Act of 1933 (File
No. 33-27178). The subject Post-effective Amendment will be filed
pursuant to Paragraph (b) of Rule 485 and become effective
pursuant to said Rule immediately upon filing.

Our review also included an examination of other relevant
portions of the amended 1933 Act Registration Statement of the
Trust and such other documents and records deemed appropriate.
On the basis of this review we are of the opinion that
Post-effective Amendment No. 9 does not contain disclosures which
would render it ineligible to become effective pursuant to
Paragraph (b) of Rule 485.

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

Very truly yours,

Houston, Houston & Donnelly

By: /s/ Thomas J. Donnelly

TJD:smg