TRUST FOR GOVERNMENT CASH RESERVES
N-30D, 1999-02-02
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PROSPECTUS

Trust for Government Cash Reserves


A money market mutual fund investing only in a portfolio of U.S. government
securities maturing in 13 months or less.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.


<TABLE>
<CAPTION>
CONTENTS
<S>                                                             <C>
Risk/Return Summary                                              1
What are the Fund's Fees and Expenses?                           3
What are the Fund's Investment Strategies?                       4
What are the Principal Securities in Which the Fund Invests?     4
What are the Specific Risks of Investing in the Fund?            5
What do Shares Cost?                                             5
How is the Fund Sold?                                            5
How to Purchase Shares                                           5
How to Redeem Shares                                             7
Account and Share Information                                    8
Who Manages the Fund?                                            9
Financial Information                                           10
Report of Independent Public Accountants                        18
</TABLE>


JANUARY 31, 1999

Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund is a money market fund which seeks to maintain a stable net asset value
of $1.00. The Fund's investment objective is high current income consistent with
the stability of principal and liquidity. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the strategies and policies described in this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests in a portfolio of U.S. Treasury and government agency
securities that pay interest that is exempt from state personal income tax. The
dollar- weighted average maturity of the Fund's portfolio will be 60 days or
less; no portfolio security will have a maturity of more than 13 months.


WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

Although the Fund seeks to maintain a stable net asset value, it is possible to
lose money investing in the Fund. 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 or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency.


Risk/Return Bar Chart and Table

[GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A.]

The bar chart shows the variability of the Fund's actual total return on a
yearly basis.

The Fund's Shares are not sold subject to a sales charge (load). Hence, the
total returns displayed above are based upon the net asset value.

Within the period shown in the Chart, the Fund's highest quarterly return was
1.94% (quarter ended June 30, 1990). Its lowest quarterly return was 0.70%
(quarters ended March 31, 1993 and June 30, 1993).

The Fund's Seven-Day Net Yield as of 12/31/98 was 4.71%.

Average Annual Total Return


<TABLE>
<CAPTION>
Calendar Period                                            Fund
<S>                                                     <C>
1 Year                                                       5.11%
5 Years                                                      4.98%
Start of Performance/1/                                      5.26%
</TABLE>


/1/  The Funds start of performance date was March 30, 1989.

Investors  may call the Fund to  acquire  the  current  Seven-Day  Net  Yield by
calling
1-800-341-7400.

While past performance does not necessarily predict future performance, this
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
rewards.


What are the Fund's Fees and Expenses?

TRUST FOR GOVERNMENT CASH RESERVES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Fund.

<TABLE>
<CAPTION>
Shareholder Fees
Fees Paid Directly From Your Investment
<S>
<C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering
price)                                         None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as
applicable)      None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of
offering price)    None
Redemption Fee (as a percentage of amount redeemed, if
applicable)                                                           None
Exchange
Fee
None
<CAPTION>
Annual Fund Operating Expenses (Before
Waivers)/1/
Expenses That are Deducted From Fund Assets (as a percentage of average net
assets)
<S>
<C>
Management
Fee/2/
0.40%
Distribution (12b-1)
Fee                                                                                                    None
Shareholder Services
Fee/3/                                                                                                 0.25%
Other
Expenses
0.12%
Total Annual Fund Operating
Expenses                                                                                        0.77%
</TABLE>

/1/  Although not contractually obligated to do so, the adviser and shareholder
     services provider waived certain amounts. These are shown below along with
     the net expenses the Fund actually paid for the fiscal year ending
     November30,1998.

<TABLE>
<S>
<C>
Waiver of Fund
Expenses
0.31%
Total Actual Annual Fund Operating Expenses (after
waivers)                                                                  0.46%
</TABLE>

/2/  The adviser voluntary waived a portion of the management fee. The adviser
     can terminate this voluntary waiver at any time. The management fee paid by
     the Fund (after the voluntary waiver) was 0.29% for the year ended November
     30, 1998.
/3/  The shareholder services fee for the Fund has been voluntarily reduced.
     This voluntary reduction can be terminated at any time. The shareholder
     services fee paid by the Fund (after the voluntary reduction) was 0.05% for
     the fiscal year ended November 30, 1998.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

  The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses are before waivers as shown above and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
                1 Year   3 Years   5 Years   10 Years
<S>             <C>      <C>       <C>       <C>
                  $79      $246      $428       $954
</TABLE>

What are the Fund's Investment Strategies?

The Fund invests in a portfolio of U.S. Treasury and government agency
securities that pay interest that is exempt from state personal income tax.
Portfolio securities will have a maturity of 397 days or less. However, in an
effort to qualify for the highest rating for money market funds issued by a
nationally recognized rating service, the Fund intends to limit the dollar-
weighted average maturity of its portfolio to 60 days or less.

  The adviser targets a dollar-weighted average portfolio maturity range for the
Fund based upon its interest rate outlook. The adviser formulates its interest
rate outlook by analyzing a variety of factors, such as:

 .  current U.S. economic activity and the outlook for future activity,
 .  current short-term interest rates, and
 .  recent actions by the Federal Reserve Board regarding short-term interest
   rates and market expectations regarding future actions.

The adviser generally shortens the portfolio's dollar- weighted average maturity
when it expects interest rates to rise and extends the maturity when it expects
interest rates to fall. The adviser selects securities used to lengthen or
shorten the portfolio's dollar-weighted average maturity by comparing the
returns currently offered by different investments to their historical and
expected returns.

What are the Principal Securities in Which the Fund Invests?

U.S. Treasury and government agency securities pay interest, dividends or
distributions at a specified rate. The rate may be fixed or adjusted
periodically. The issuer must also repay the principal amount of the security,
normally within a specified time. The Fund invests primarily in the following
types of U.S. government securities.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States.

AGENCY SECURITIES

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a "GSE"). The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities.

What are the Specific Risks of Investing in the Fund?

Although there are many factors which may effect an investment in the Fund, the
principal risks of investing in a U.S. government money market fund are
described below.

MARKET RISK

Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices of
fixed income securities fall.

  Interest rate changes have a greater affect on the price of fixed income
securities with longer maturities. Money market funds try to minimize this risk
by purchasing short-term securities.

What do Shares Cost?

You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) is
open. When the Fund receives your transaction request in proper form, it is
processed at the next calculated net asset value (NAV).

  The Fund does not charge a front-end sales charge. NAV is determined at 12:00
noon and 1:00 p.m. (Eastern time) and as of the end of regular trading (normally
4:00 p.m. Eastern time) each day the NYSE is open.

  The required minimum initial investment for Fund Shares is $25,000. There is
no required minimum subsequent investment amount.

  An account may be opened with a smaller minimum amount as long as the $25,000
minimum is reached within 90 days. An institutional investor's minimum is
calculated by combining all accounts it maintains with the Fund. Accounts
established through investment professionals may be subject to higher or lower
minimum investment requirements than those imposed by the Fund. Keep in mind
that investment professionals may charge you fees for their services in
connection with your Share transactions.

How is the Fund Sold?

The Fund's distributor markets the Shares described in this prospectus to
institutional investors, such as banks, fiduciaries, custodians of public funds,
and similar institutional investors, such as corporations, unions, hospitals,
insurance companies, and municipalities. The Fund may not be a suitable
investment for retirement plans. The Distributor and its affiliates may pay out
of their assets amounts (including items of material value) to investment
professionals for marketing and servicing Shares. The Distributor is a
subsidiary of Federated Investors, Inc. (Federated).

How to Purchase Shares

You may purchase Shares through an investment professional or directly from the
Fund. The Fund reserves the right to reject any request to purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL

 .  Establish an account with the investment professional; and

 .  Submit your purchase order to the investment professional before 2:00 p.m.
(Eastern time). You will receive that day's dividend if the investment
professional forwards the order to the Fund and the Fund receives payment by
2:00 p.m. (Eastern time). You will become the owner of Shares and receive
dividends when the Fund receives your payment.

Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

 .  Establish your account with the Fund by submitting a completed New Account
   Form; and
 .  Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares after the Fund receives your wire or your
check. If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent incurs.

  An institution may establish an account and place an order by calling the Fund
and will become a shareholder after the Fund receives the order.


By Wire
Send your wire to:
 State Street Bank and Trust Company
 Boston, MA
 Dollar Amount of Wire
 ABA Number 011000028
 Attention: EDGEWIRE

 Wire Order Number, Dealer Number, or
 Group Number
 Nominee/Institution Name
 Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are
restricted.

By Check
Make your check payable to The Federated Funds, note your account number on the
check, and mail it to:

 Federated Shareholder Services Company
 P.O. Box 8600
 Boston, MA 02266-8600

If you send your check by a private courier or overnight delivery service that
requires a street address, mail it to:

 Federated Shareholder Services Company
 1099 Hingham Street
 Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund will
not accept third- party checks (checks originally payable to someone other than
you or The Federated Funds). Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and Shares begin earning dividends the next day.

BY AUTOMATIC INVESTMENTS

You may establish an account with your financial institution to automatically
purchase Shares on pre- determined dates or when your bank account reaches a
certain level. Under this program, participating financial institutions are
responsible for prompt transmission of orders and may charge you for this
service. You should read this prospectus along with your financial institution's
agreement or materials describing this service.

BY AUTOMATED CLEARINGHOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as qualified plans and
IRAs or transfer or rollover of assets). Call your investment professional or
the Fund for information on retirement investments. We suggest that you discuss
retirement investments with your tax adviser. You may be subject to an annual
IRA account fee.


How to Redeem Shares

You should redeem Shares:

 .  through an investment professional if you purchased Shares through an
   investment professional; or
 .  directly from the Fund if you purchased Shares directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption request to your investment professional by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). The redemption
amount you will receive is based upon the next calculated NAV after the Fund
receives the order from your investment professional. Investment professionals
are responsible for promptly submitting redemption requests and providing proper
written redemption instructions as outlined below.

DIRECTLY FROM THE FUND

By Telephone
You may redeem Shares by calling the Fund once you have completed the
appropriate authorization form for telephone transactions.

  If you call before 2:00 p.m. (Eastern time) your redemption will be wired to
you the same day. You will not receive that day's dividend.

  If you call after 2:00 p.m. (Eastern time) your redemption will be wired to
you the following business day. You will receive that day's dividend. Under
limited circumstances, arrangements may be made with the Distributor for same-
day payment of redemption proceeds, without the day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time).

By Mail
You may redeem Shares by mailing a written request to the Fund.

  Your redemption request will be processed on the day the Fund receives your
written request in proper form. Dividends are paid up to and including the day
that a redemption request is processed. Send requests by mail to:

 Federated Shareholder Services Company
 P.O. Box 8600
 Boston, MA 02266-8600
Send requests by private courier or overnight delivery service to:
 Federated Shareholder Services Company
 1099 Hingham Street
 Rockland, MA 02370-3317

All requests must include:
 .  Fund Name and Share Class, account number and account registration;
 .  amount to be redeemed; and
 .  signatures of all Shareholders exactly as registered.
Call your investment professional or the Fund if you need special instructions.

Signature Guarantees

Signatures must be guaranteed if:

 .  your redemption will be sent to an address other than the address of
   record;
 .  your redemption will be sent to an address of record that was changed within
   the last thirty days; or
 .  a redemption is payable to someone other than the shareholder(s) of record.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A notary public cannot
provide a signature guarantee.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established
when the account was opened:


 .  an electronic transfer to your account at a financial institution that is an
   ACH member; or
 .  wire payment to your account at a domestic commercial bank that is a Federal
   Reserve System member.

Redemption in Kind

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

 .  to allow your purchase to clear;
 .  during periods of market volatility; or
 .  when a shareholder's trade activity or amount adversely impacts the Fund's
   ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund

REDEMPTIONS FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

ADDITIONAL CONDITIONS

Telephone Transactions

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

Share Certificates

The Fund no longer issues Share certificates. If you are redeeming Shares
represented by certificates previously issued by the Fund, you must return the
certificates with your written redemption or exchange request. For your
protection, send your certificates by registered or certified mail, but do not
endorse them.

Account and Share Information

ACCOUNT STATEMENTS

You will receive periodic statements reporting all account activity, including
dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares any dividends daily and pays them monthly to shareholders. If
you purchase Shares by wire, you begin earning dividends on the day your wire is
received. If you purchase Shares by check, you begin earning dividends on the
business day after the Fund receives your check. In either case, you earn
dividends through the day your redemption request is received.

  The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund pays any capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, non-retirement
accounts may be closed if redemptions cause the account balance to fall below
the minimum initial investment amount. Before an account is closed, you will be
notified and allowed 30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.

  The Fund will limit its investments to those which, if owned directly, pay
interest exempt from state personal income tax. However, under the laws of some
states, the net investment income distributed by the Fund may be taxable to
shareholders.

  Fund distributions are expected to be primarily dividends. Redemptions are
taxable sales. Please consult your tax adviser regarding your federal, state,
and local tax liability.

Who Manages the Fund?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Federated Research. The Adviser manages the Fund's assets, including
buying and selling portfolio securities. The Adviser's address is Federated
Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.

  The Adviser and other subsidiaries of Federated advise approximately 175
mutual funds and separate accounts, which total approximately $111 billion in
assets as of December 31, 1998. Federated was established in 1955 and is one of
the largest mutual fund investment managers in the United States with
approximately 1,900 employees. More than 4,000 investment professionals make
Federated Funds available to their customers.

ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.40% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999. The Year 2000 problem may cause systems to process information incorrectly
and could disrupt businesses that rely on computers, like the Fund.

  While it is impossible to determine in advance all of the risks to the Fund,
the Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
Share transactions or Fund communications.

  The Fund's service providers are making changes to their computer systems to
fix any Year 2000 problems. In addition, they are working to gather information
from third-party providers to determine their Year 2000 readiness.

  Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase. The financial impact of these issues for the Fund is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Fund.

Financial Information

FINANCIAL HIGHLIGHTS

The following Financial Highlights will help you understand the Fund's financial
performance for its past five fiscal years, or since inception, if the life of
the Fund is shorter. Some of the information is presented on a per Share basis.
Total returns represent the rate an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and capital
gains.

  This information has been audited by Arthur Andersen LLP, whose report, along
with the Fund's audited financial statements, is included in this prospectus.

Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditors' Report on page 18.


<TABLE>
<CAPTION>
Year Ended November 30                                1998           1997              1996
1995             1994
<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                                     0.05           0.05              0.05
0.05             0.04
Less Distributions:
Distributions from net investment income                 (0.05)         (0.05)            (0.05)
(0.05)           (0.04)
Net Asset Value, End of Period                        $   1.00       $   1.00          $   1.00          $
1.00         $   1.00
Total Return/1/                                           5.16%          5.15%             5.08%
5.60%            3.74%

Ratios to Average Net Assets:
Expenses                                                  0.46%          0.46%             0.46%
0.45%            0.45%
Net investment income                                     5.06%          5.02%             4.99%
5.45%            3.68%
Expense waiver/reimbursement/2/                           0.31%          0.31%             0.32%
0.32%            0.10%
Supplemental Data:
Net assets, end of period (000 omitted)               $535,007       $562,704          $599,550
$739,553         $978,691
</TABLE>

/1/  Based on net asset value, which does not reflect the sales charge or
     contingent deferred sales charge, if applicable.
/2/  This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above.
See Notes which are an integral part of the Financial Statements

Portfolio of Investments

NOVEMBER 30, 1998


<TABLE>
<CAPTION>
Principal Amount
Value
<S>               <C>                                                                                  <C>
                                                 GOVERNMENT AGENCIES--102.2%
110,342,000       /1/  Federal Farm Credit System Discount Notes, 4.690% - 5.170%, 12/7/1998 - 8/5/1999      $
109,651,855
25,000,000        /2/  Federal Farm Credit System Floating Rate Notes, 4.820% - 5.354%, 12/24/1998 -
24,989,332
                       3/1/1999
9,000,000              Federal Farm Credit System, 5.500% - 5.550%, 4/1/1999 - 6/1/1999
9,016,317
199,861,000       /1/  Federal Home Loan Bank System Discount Notes, 4.610% - 5.365%, 12/1/1998 -
198,565,055
                       5/26/1999
102,000,000       /2/  Federal Home Loan Bank System Floating Rate Notes, 4.780% - 5.458%, 12/2/1998 -
101,969,773
                       3/1/1999
9,500,000              Federal Home Loan Bank System, 5.000% - 5.705%, 5/5/1999 - 10/27/1999
9,498,030
22,000,000        /1/  Student Loan Marketing Association Discount Notes, 4.770% - 5.150%, 12/1/1998 -
21,990,063
                       12/16/1998
30,000,000        /2/  Student Loan Marketing Association Floating Rate Notes, 4.770% - 5.260%, 12/2/1998
29,993,354
                       - 1/4/1999
27,000,000             Student Loan Marketing Association Master Notes, 5.210%, 12/8/1998
27,000,000
14,300,000             Student Loan Marketing Association, 5.400% - 5.583%, 2/10/1999 - 9/16/1999
14,298,355
                         TOTAL GOVERNMENT AGENCIES                                                           $
546,972,134
                         TOTAL INVESTMENTS (AT AMORTIZED COST)/3/                                            $
546,972,134
</TABLE>

/1/  Rates note reflect the effective yield.
/2/  Denotes variable rate securities which show current rate and next demand
     date.
/3/  Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($535,006,516) at November 30, 1998.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

NOVEMBER 30, 1998


<TABLE>
<CAPTION>
Assets:
<S>                                                                                      <C>            <C>
Total investments in securities, at amortized cost and value                                             $
546,972,134
Cash
969,233
Income receivable
1,834,359
 TOTAL ASSETS
549,775,726
Liabilities:
Payable for investments purchased                                                         $ 12,990,948
Income distribution payable                                                                  1,718,826
Accrued expenses                                                                                59,436
 TOTAL LIABILITIES
14,769,210
Net Assets for 535,006,516 shares outstanding                                                            $
535,006,516
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
$535,006,516 / 535,006,516 shares outstanding
$1.00
</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Operations

YEAR ENDED NOVEMBER 30, 1998


<TABLE>
<S>                                                                      <C>             <C>                <C>
Investment Income:
Interest                                                                                                      $
30,423,637
Expenses:
Investment advisory fee                                                                     $  2,210,660
Administrative personnel and services fee                                                        416,709
Custodian fees                                                                                    34,062
Transfer and dividend disbursing agent fees and expenses                                          13,007
Directors'/Trustees' fees                                                                         13,719
Auditing fees                                                                                     13,303
Legal fees                                                                                         6,281
Portfolio accounting fees                                                                         96,616
Shareholder services fee                                                                       1,381,676
Share registration costs                                                                          20,236
Printing and postage                                                                               8,225
Insurance premiums                                                                                 5,425
Miscellaneous                                                                                     14,230
 TOTAL EXPENSES                                                                                4,234,149
Waivers:
Waiver of investment advisory fee                                         $   (595,406)
Waiver of shareholder services fee                                          (1,105,341)
 TOTAL WAIVERS                                                                                (1,700,747)
Net expenses
2,533,402
Net investment income                                                                                         $
27,890,235
</TABLE>

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


<TABLE>
<CAPTION>
Year Ended November 30                                                                    1998
1997
<S>                                                                               <C>                  <C>
Increase (Decrease) in Net Assets:
Operations:
Net investment income                                                              $     27,890,235      $
32,056,703
Distributions to Shareholders:
Distributions from net investment income                                                (27,890,235)
(32,056,703)
Share Transactions:
Proceeds from sale of shares                                                          1,501,544,374
2,284,291,335
Net asset value of shares issued to shareholders in payment of distributions              3,374,747
3,196,694
 declared
Cost of shares redeemed                                                              (1,532,616,817)
(2,324,334,027)
Change in net assets resulting from share transactions                                  (27,697,696)
(36,845,998)
Change in net assets                                                                    (27,697,696)
(36,845,998)
Net Assets:
Beginning of period                                                                     562,704,212
599,550,210
End of period                                                                      $    535,006,516      $
562,704,212
</TABLE>

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

NOVEMBER 30, 1998

ORGANIZATION

Trust for Government Cash Reserves (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a non-diversified,
open-end, management investment company. The investment objective of the Trust
is high current income consistent with stability of principal and liquidity.

SIGNIFICANT ACCOUNTING POLICIES

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

Investment Valuations
The Trust uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.

Investment Income, Expenses and Distributions

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

Federal Taxes

It is the Trust's policy to comply with the provisions of the Code applicable to
regulated investment companies and to distribute to shareholders each year
substantially all of its income. Accordingly, no provisions for federal tax are
necessary.

When-Issued and Delayed Delivery Transactions

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

Other
Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Board of Trustees (the "Trustees") to issue
an unlimited number of full and fractional shares of beneficial interest
(without par value). At November 30, 1998, capital paid-in aggregated
$535,006,516.

 Transactions in shares were as follows:

<TABLE>
<CAPTION>
Year Ended November 30
1998               1997
<S>                                                                                        <C>                <C>
Shares sold                                                                                 1,501,544,374
2,284,291,335
Shares issued to shareholders in payment of distributions declared
3,374,747          3,196,694
Shares redeemed                                                                            (1,532,616,817)
(2,324,334,027)
 NET CHANGE RESULTING FROM SHARE TRANSACTIONS                                                 (27,697,696)
(36,845,998)
</TABLE>


INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Advisory Fee

Federated Research, the Trust's investment adviser (the "Adviser"), receives for
its services an annual investment advisory fee equal to 0.40% of the Trust's
average daily net assets. The Adviser may voluntarily choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Trust with administrative personnel and services. The
fee paid to FServ is based on the level of average aggregate daily net assets of
all funds advised by subsidiaries of Federated Investors, Inc. for the period.
The administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services Company ("FSSC"), the Trust will pay FSSC up to 0.25% of average daily
net assets of the Trust for the period. The fee paid to FSSC is used to finance
certain services for shareholders and to maintain shareholder accounts. FSSC may
voluntarily choose to waive any portion of its fee. FSSC can modify or terminate
this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Trust. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

Portfolio Accounting Fees

FServ maintains the Trust's accounting records for which it receives a fee. The
fee is based on the level of the Trust's average daily net assets for the
period, plus out-of- pocket expenses.

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

YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Trust could be adversely affected
if the computer systems used by the Trust's service providers do not properly
process and calculate date-related information and data from and after January
1, 2000. The Trust's Adviser and Administrator are taking measures that they
believe are reasonably designed to address the Year 2000 issue with respect to
computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by each of the Trust's other service providers.
At this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Trust.

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, 1998, the related
statement of operations for the year then ended, the statement of changes in net
assets for each of the two years in the period then ended, and the financial
highlights 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 securities owned as of
November 30, 1998, 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, 1998 the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and its financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

                                                             ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 15, 1999


Trust for Government Cash Reserves

JANUARY 31, 1999

A Statement of Additional Information (SAI) dated January 31, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is contained in the Fund's semi-annual reports to
shareholders as they become available. To obtain the SAI, semi-annual report and
other information without charge, call your investment professional or the Fund
at 1- 800-341-7400.

You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.

Investment Company Act File No. 811-5772


Cusip 89833H108

9022103A (1/99)



Statement of Additional Information



TRUST FOR GOVERNMENT CASH RESERVES

     This Statement of Additional  Information  (SAI) is not a prospectus.  Read
this SAI in  conjunction  with the  prospectus  for  Trust for  Government  Cash
Reserves (Fund), dated January 31, 1999. Obtain the prospectus without charge by
calling 1-800-341-7400.





January 31, 1999







Contents
How is the Fund Organized?                                           1
Securities in Which the Fund Invests                                 1
How is the Fund Sold?                                                4
Subaccounting Services                                               4
Redemption in Kind                                                   4
Massachusetts Partnership Law                                        5
Account and Share Information                                        5
Tax Information                                                      5
Who Manages and Provides Services to the Fund?                       6
How Does the Fund Measure Performance?                              10
Who is Federated Investors, Inc.?                                   12
Addresses                                                           14


Cusip 89833H108

9022103B (1/99)




<PAGE>



18





HOW IS THE FUND ORGANIZED?

     The Fund is a diversified, open-end, management investment company that was
established  under the laws of the  Commonwealth of Massachusetts on January 26,
1989.


SECURITIES IN WHICH THE FUND INVESTS

     In pursuing its investment  strategy,  the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.


SECURITIES DESCRIPTIONS AND TECHNIQUES
Fixed Income Securities

     Fixed income  securities  pay  interest,  dividends or  distributions  at a
specified rate. The rate may be a fixed  percentage of the principal or adjusted
periodically.  In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities  provide more regular  income than equity  securities.  However,  the
returns on fixed income securities are limited and normally do not increase with
the issuer's  earnings.  This limits the potential  appreciation of fixed income
securities as compared to equity securities.

     A security's  yield  measures the annual  income  earned on a security as a
percentage of its price. A security's yield will increase or decrease  depending
upon whether it costs less (a discount) or more (a premium)  than the  principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount  or  premium  security  may change  based upon the
probability of an early redemption.  Securities with higher risks generally have
higher yields.

     The following  describes the types of fixed income  securities in which the
Fund invests.

     Treasury Securities

     Treasury securities are direct obligations of the federal government of the
United States.  Investors regard treasury securities as having the lowest credit
risks.

     Agency Securities

     Agency  securities  are issued or guaranteed  by a federal  agency or other
government  sponsored entity acting under federal  authority (a GSE). The United
States  supports some GSEs with its full,  faith and credit.  Other GSEs receive
support through federal subsidies,  loans or other benefits.  A few GSEs have no
explicit financial  support,  but are regarded as having implied support because
the federal  government  sponsors  their  activities.  Investors  regard  agency
securities as having low credit risks, but not as low as treasury securities.

     Zero Coupon Securities

     Zero  coupon  securities  do not pay  interest  or  principal  until  final
maturity  unlike debt  securities  that  provide  periodic  payments of interest
(referred to as a coupon  payment).  Investors  buy zero coupon  securities at a
price below the amount payable at maturity.  The difference between the purchase
price and the amount  paid at  maturity  represents  interest on the zero coupon
security.  An  investor  must  wait  until  maturity  to  receive  interest  and
principal, which increases the market risks of a zero coupon security. There are
many forms of zero  coupon  securities.  Some are  issued at a discount  and are
referred to as zero  coupon or capital  appreciation  bonds.  Others are created
from interest bearing bonds by separating the right to receive the bond's coupon
payments  from the right to receive  the bond's  principal  due at  maturity,  a
process known as coupon stripping.  Treasury STRIPs are the most common forms of
stripped U.S. Treasury zero coupon securities.


<PAGE>


Special Transactions
     When Issued Transactions

     When issued transactions are arrangements in which the Fund buys securities
for a set price,  with payment and delivery of the  securities  scheduled  for a
future time.  During the period between  purchase and settlement,  no payment is
made by the Fund to the issuer  and no  interest  accrues to the Fund.  The Fund
records the transaction  when it agrees to buy the securities and reflects their
value in determining the price of its shares. Settlement dates may be a month or
more after  entering  into these  transactions  so that the market values of the
securities  bought may vary from the  purchase  prices.  Therefore,  when issued
transactions  create market risks for the Fund.  When issued  transactions  also
involve credit risks in the event of a counterparty default.

Asset Coverage

     In order to secure its obligations in connection with derivatives contracts
or special  transactions,  the Fund will either own the underlying assets, enter
into an offsetting transaction or set aside readily marketable securities with a
value that equals or exceeds the Fund's  obligations.  Unless the Fund has other
readily  marketable  assets to set aside,  it cannot trade assets used to secure
such obligations entering into an offsetting  derivative contract or terminating
a  special  transaction.  This  may  cause  the Fund to miss  favorable  trading
opportunities   or  to  realize  losses  on  derivative   contracts  or  special
transactions.

INVESTMENT LIMITATIONS

Selling Short and Buying on Margin

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


Issuing Senior Securities and Borrowing Money

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

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


Pledging Assets

     The Fund will not mortgage,  pledge,  or  hypothecate  any assets except as
necessary 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 Fund 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.


Investing in Commodities

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


Investing in Real Estate
The Fund will not purchase or sell real estate.


Underwriting

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


Concentration of Investments

     The Fund will not  invest  25% or more of the value of its total  assets in
any one industry.  However,  the Fund may invest 25% or more of the value of its
total assets in cash,  cash items,  or  securities  issued or  guaranteed by the
government  of the  United  States or its  agencies,  or  instrumentalities  and
repurchase  agreements  collateralized by such U.S. government  securities.  The
U.S. government is not considered to be an industry.


Diversification of Investments

     With respect to securities comprising 75% of the value of its total assets,
the Fund will not purchase  securities of any one issuer (other than cash,  cash
items, or securities issued or guaranteed by the government of the United States
or its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities) if as a result more than 5% of the value of its
total assets would be invested in the securities of that issuer,  or if it would
own more than 10% of the outstanding voting securities of that issuer.

     The above limitations  cannot be changed unless authorized by the vote of a
majority  of its  outstanding  voting  securities.  The  following  limitations,
however, may be changed by the Board without shareholder approval.  Shareholders
will be  notified  before  any  material  change  in these  limitations  becomes
effective.

Investing in Illiquid Securities

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


Investing for Control

     The Fund will not  invest in  securities  of a company  for the  purpose of
exercising control or management.

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

     The Fund 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 during the coming fiscal year.


Regulatory Compliance

     The Fund may  follow  non-fundamental  operational  policies  that are more
restrictive  than its fundamental  investment  limitations,  as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable  laws and  regulations,  including the provisions of and  regulations
under the Investment  Company Act of 1940. In  particular,  the Fund will comply
with the various  requirements of Rule 2a-7, which regulates money market mutual
funds.  The Fund  will  determine  the  effective  maturity  of its  investments
according  to Rule  2a-7.  The Fund may change  these  operational  policies  to
reflect  changes  in the  laws  and  regulations  without  the  approval  of its
shareholders.


DETERMINING MARKET VALUE OF SECURITIES

     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.
Accordingly,  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 of the
Fund computed by dividing the annualized daily income on the Fund'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 opposite may be true.

     The  Fund'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 Fund's investment objective.  The
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 0.5 of 1%  between  the two  values.  The
Trustees  will take any steps they consider  appropriate  (such as redemption in
kind or shortening the  dollar-weighted  average portfolio maturity) to minimize
any material  dilution or other unfair results arising from differences  between
the two methods of determining net asset value.


HOW IS THE FUND SOLD?

     Under the Distributor's  Contract with the Fund, the Distributor (Federated
Securities  Corp.),  located at Federated  Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779, offers Shares on a continuous, best-efforts basis.


SHAREHOLDER SERVICES

     The Fund may pay Federated  Shareholder  Services Company,  a subsidiary of
Federated Investors,  Inc.  (Federated),  for providing shareholder services and
maintaining  shareholder  accounts.  Federated  Shareholder Services Company may
select  others to perform  these  services for their  customers and may pay them
fees.


SUPPLEMENTAL PAYMENTS

     Investment  professionals  may  be  paid  fees  out of  the  assets  of the
Distributor and/or Federated  Shareholder  Services Company (but not out of Fund
assets).  The Distributor and/or Federated  Shareholder  Services Company may be
reimbursed by the Adviser or its affiliates.

     Investment     professionals    receive    such    fees    for    providing
distribution-related or shareholder services such as sponsoring sales, providing
sales literature,  conducting  training seminars for employees,  and engineering
sales-related   computer  software  programs  and  systems.   Also,   investment
professionals may be paid cash or promotional incentives,  such as reimbursement
of certain  expenses of  qualified  employees to attend  informational  meetings
about the Fund or other special events at recreational-type facilities, or items
of material  value.  These  payments will be based upon the amount of Shares the
investment  professional  sells or may sell  and/or  upon the type and nature of
sales or marketing support furnished by the investment professional.

     When an investment professional's customer purchases shares, the investment
professional may receive:


SUBACCOUNTING SERVICES

     Certain  investment  professionals  may  wish to use the  transfer  agent's
subaccounting system to minimize their internal recordkeeping requirements.  The
transfer  agent may  charge a fee based on the level of  subaccounting  services
rendered.  Investment  professionals  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  that may be related to the ownership of Shares.
This information should,  therefore, be read together with any agreement between
the customer and the investment  professional about the services  provided,  the
fees charged for those services, and any restrictions and limitations imposed.


REDEMPTION IN KIND

     Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described  below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

     Because  the Fund has  elected  to be  governed  by Rule  18f-1  under  the
Investment  Company Act of 1940, the Fund is obligated to pay Share  redemptions
to any one  shareholder  in cash only up to the lesser of  $250,000 or 1% of the
net assets represented by such Share class during any 90-day period.

     Any Share redemption  payment greater than this amount will also be in cash
unless the Fund's Board  determines  that payment  should be in kind.  In such a
case,  the Fund will pay all or a portion of the remainder of the  redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio  securities  will be selected in a manner that the Fund's  Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

     Redemption in kind is not as liquid as a cash redemption.  If redemption is
made in kind,  shareholders  receiving the portfolio securities and selling them
before  their  maturity  could  receive  less than the  redemption  value of the
securities and could incur certain transaction costs.


MASSACHUSETTS PARTNERSHIP LAW

     Under certain circumstances,  shareholders may be held personally liable as
partners  under  Massachusetts  law for  obligations of the Fund. To protect its
shareholders,  the  Fund has  filed  legal  documents  with  Massachusetts  that
expressly  disclaim the liability of its shareholders for acts or obligations of
the Fund.

     In the  unlikely  event a  shareholder  is held  personally  liable for the
Fund's obligations,  the Fund is required by the Declaration of Trust to use its
property to protect or compensate  the  shareholder.  On request,  the Fund will
defend any claim made and pay any judgment  against a shareholder for any act or
obligation of the Fund. Therefore,  financial loss resulting from liability as a
shareholder  will occur only if the Fund itself cannot meet its  obligations  to
indemnify shareholders and pay judgments against them.


ACCOUNT AND SHARE INFORMATION


     VOTING  RIGHTS  Each  share of the Fund gives the  shareholder  one vote in
Trustee  elections and other matters  submitted to  shareholders  for vote.  All
Shares of the Fund have equal voting rights.

     Trustees  may be  removed  by the  Board or by  shareholders  at a  special
meeting.  A special meeting of shareholders will be called by the Board upon the
written request of shareholders  who own at least 10% of the Fund's  outstanding
shares of all series entitled to vote.

     As of  January  6,  1999,  the  following  shareholders  owned  of  record,
beneficially,  or both,  5% or more of  outstanding  Shares:  NMF & Co.,  Nutter
McClennen & Fish, Boston, MA, owned 19.10% of the Fund; Saxon & Co., Lester, PA,
owned  12.72% of the Fund;  Acadia & Co.,  Boston,  MA, owned 5.73% of the Fund;
Publix Super Market,  Lakeland, FL, owned 5.47% of the Fund; and Fiduciary Trust
Co. International, New York, NY, owned 5.26% of the Fund.


TAX INFORMATION


FEDERAL INCOME TAX

     The Fund  intends to meet  requirements  of  Subchapter  M of the  Internal
Revenue Code applicable to regulated investment companies. If these requirements
are not met, it will not  receive  special  tax  treatment  and will pay federal
income tax.




<PAGE>



WHO MANAGES AND PROVIDES SERVICES TO THE FUND?


BOARD OF TRUSTEES

     The Board is responsible for managing the Fund's  business  affairs and for
exercising  all the Fund's  powers except those  reserved for the  shareholders.
Information  about  each  Board  member  is  provided  below and  includes  each
person's:  name,  address,  birthdate,  present  position(s) held with the Fund,
principal  occupations for the past five years, total compensation received as a
Trustee  from  the  Fund  for  its  most  recent  fiscal  year,  and  the  total
compensation  received  from the  Federated  Fund  Complex  for the most  recent
calendar year. The Federated Fund Complex includes 56 investment companies whose
investment adviser is affiliated with the Fund's Adviser. As of January 6, 1999,
the  Fund's  Board and  Officers  as a group  owned  less than 1% of the  Fund's
outstanding Shares.

     An asterisk (*) denotes a Trustee who is deemed to be an interested  person
as defined in the  Investment  Company  Act of 1940.  The  following  symbol (#)
denotes a Member of the Board's Executive  Committee,  which handles the Board's
responsibilities between its meetings.




<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                            <C>                 <C>


Name                                                                                                            
Birthdate                                                                                                      Total
Address                                                                                       Aggregate        Compensation From
Position With Trust               Principal Occupations                                       Compensation     Trust and Fund
                                  for Past 5 Years                                            From Trust       Complex
John F. Donahue*+                 Chief Executive Officer and Director or Trustee of the                   $0  $0 for the
Birthdate: July 28, 1924          Federated Fund Complex; Chairman and Director,                               Trust and
Federated Investors Tower         Federated Investors, Inc.; Chairman and Trustee,                             54 other investment
1001 Liberty Avenue               Federated Advisers, Federated Management, and                                companies
Pittsburgh, PA                    Federated Research; Chairman and Director, Federated                         in the Fund Complex
CHAIRMAN AND TRUSTEE              Research Corp., and Federated Global Research Corp.;
                                  Chairman, Passport Research, Ltd.
Thomas G. Bigley                  Director or Trustee of the Federated Fund Complex;                $1,410.00  $125,264.48 for the
Birthdate: February 3, 1934       Director, Member of Executive Committee, Children's                          Trust and
15 Old Timber Trail               Hospital of Pittsburgh; formerly: Senior Partner,                            54 other investment
Pittsburgh, PA                    Ernst & Young LLP; Director, MED 3000 Group, Inc.;                           companies
TRUSTEE                           Director, Member of Executive Committee, University of                       in the Fund Complex
                                  Pittsburgh.

John T. Conroy, Jr.               Director or Trustee of the Federated Fund Complex;                $1,551.24  $125.264.48 for the
Birthdate: June 23, 1937          President, Investment Properties Corporation; Senior                         Trust and
Wood/IPC Commercial Dept.         Vice President, John R. Wood and Associates, Inc.,                           54 other investment
John R. Wood Associates, Inc.     Realtors; Partner or Trustee in private real estate                          companies
Realtors                          ventures in Southwest Florida; formerly: President,                          in the Fund Complex
3255 Tamiami Trial North          Naples Property Management, Inc. and Northgate Village
Naples, FL                        Development Corporation.
TRUSTEE

William J. Copeland               Director or Trustee of the Federated Fund Complex;                $1,551.24  $125.264.48 for the
Birthdate: July 4, 1918           Director and Member of the Executive Committee,                              Trust and
One PNC Plaza-23rd Floor          Michael Baker, Inc.; formerly: Vice Chairman and                             54 other investment
Pittsburgh, PA                    Director, PNC Bank, N.A., and PNC Bank Corp.;                                companies
TRUSTEE                           Director, Ryan Homes, Inc.                                                   in the Fund Complex

                                  Retired: Director, United Refinery; Director, Forbes
                                  Fund; Chairman, Pittsburgh Foundation; Chairman,
                                  Pittsburgh Civic Light Opera.
James E. Dowd, Esq.               Director or Trustee of the Federated Fund Complex;                $1,551.24  $125,264.48 for the
Birthdate: May 18, 1922           Attorney-at-law; Director, The Emerging Germany Fund,                        Trust and
571 Hayward Mill Road             Inc.                                                                         54 other investment
Concord, MA                                                                                                    companies
TRUSTEE                           Retired: President, Boston Stock Exchange, Inc.;                             in the Fund Complex
                                  Regional Administrator, United States Securities and
                                  Exchange Commission.
Lawrence D. Ellis, M.D.*          Director or Trustee of the Federated Fund Complex;                $1,410.00  $113,860.22 for the
Birthdate: October 11, 1932       Professor of Medicine, University of Pittsburgh;                             Trust and
3471 Fifth Avenue                 Medical Director, University of Pittsburgh Medical                           54 other investment
Suite 1111                        Center - Downtown; Hematologist, Oncologist, and                             companies
Pittsburgh, PA                    Internist, University of Pittsburgh Medical Center;                          in the Fund Complex
TRUSTEE                           Member, National Board of Trustees, Leukemia Society
                                  of America.
Edward L. Flaherty, Jr., Esq.     Director or Trustee of the Federated Fund Complex;                $1,551.24  $125,264.48 for the
#                                 Attorney, of Counsel, Miller, Ament, Henny & Kochuba;                        Trust and
Birthdate: June 18, 1924          Director Emeritus, Eat'N Park Restaurants, Inc.;                             54 other investment
Miller, Ament, Henny & Kochuba    formerly: Counsel, Horizon Financial, F.A., Western                          companies
205 Ross Street                   Region; Partner, Meyer and Flaherty.                                         in the Fund Complex
Pittsburgh, PA
TRUSTEE

Peter E. Madden                   Director or Trustee of the Federated Fund Complex;                $1,410.00  $125,264.48 for the
Birthdate: March 16, 1942         formerly: Representative, Commonwealth of                                    Trust and
One Royal Palm Way                Massachusetts General Court; President, State Street                         54 other investment
100 Royal Palm Way                Bank and Trust Company and State Street Corporation.                         companies
Palm Beach, FL                                                                                                 in the Fund Complex
TRUSTEE                           Retired: Director, VISA USA and VISA International;
                                  Chairman and Director, Massachusetts Bankers
                                  Association; Director, Depository Trust Corporation.

John E. Murray, Jr., J.D.,        Director or Trustee of the Federated Fund Complex;                $1,410.00  $125,264.48 for the
S.J.D.                            President, Law Professor, Duquesne University;                               Trust and
Birthdate: December 20, 1932      Consulting Partner, Mollica & Murray.                                        54 other investment
President, Duquesne University                                                                                 companies
Pittsburgh, PA                    Retired: Dean and Professor of Law, University of                            in the Fund Complex
TRUSTEE                           Pittsburgh School of Law; Dean and Professor of Law,
                                  Villanova University School of Law.

Wesley W. Posvar                  Director or Trustee of the Federated Fund Complex;                $1,410.00  $125,264.48 for the
Birthdate: September 14, 1925     President, World Society of Ekistics (metropolitan                           Trust and
1202 Cathedral of Learning        planning), Athens; Professor, International Politics;                        54 other investment
University of Pittsburgh          Management Consultant; Trustee, Carnegie Endowment for                       companies
Pittsburgh, PA                    International Peace, RAND Corporation, Online Computer                       in the Fund Complex
TRUSTEE                           Library Center, Inc., National Defense University and
                                  U.S. Space Foundation; President Emeritus, University
                                  of Pittsburgh; Founding Chairman, National Advisory
                                  Council for Environmental Policy and Technology,
                                  Federal Emergency Management Advisory Board; Trustee,
                                  Czech Management Center, Prague.
                                  Retired: Professor, United States Military Academy;
                                  Professor, United States Air Force Academy.

Marjorie P. Smuts                 Director or Trustee of the Federated Fund Complex;                $1,410.00  $125,264.48 for the
Birthdate: June 21, 1935          Public Relations/Marketing/Conference Planning.                              Trust and
4905 Bayard Street                                                                                             54 other investment
Pittsburgh, PA                    Retired: National Spokesperson, Aluminum Company of                          companies
TRUSTEE                           America; business owner.                                                     in the Fund Complex

Glen R. Johnson*                  Trustee, Federated Investors, Inc.; staff member,                        $0  $0 for the
Birthdate: May 2, 1929            Federated Securities Corp.                                                   Trust and
Federated Investors Tower                                                                                      8 other investment
1001 Liberty Avenue                                                                                            companies
Pittsburgh, PA                                                                                                 in the Fund Complex
PRESIDENT AND TRUSTEE

J. Christopher Donahue+           President or Executive Vice President of the Federated                   $0  $0 for the
Birthdate: April 11, 1949         Fund Complex; Director or Trustee of some of the Funds                       Trust and
Federated Investors Tower         in the Federated Fund Complex; President and Director,                       18 other investment
1001 Liberty Avenue               Federated Investors, Inc.; President and Trustee,                            companies
Pittsburgh, PA                    Federated Advisers, Federated Management, and                                in the Fund Complex
EXECUTIVE VICE PRESIDENT          Federated Research; President and Director, Federated
                                  Research Corp. and Federated Global Research Corp.;
                                  President, Passport Research, Ltd.; Trustee, Federated
                                  Shareholder Services Company; Director, Federated
                                  Services Company.


<PAGE>


Edward C. Gonzales                Trustee or Director of some of the Funds in the                          $0  $0 for the
Birthdate: October 22, 1930       Federated Fund Complex; President, Executive Vice                            Trust and
Federated Investors Tower         President and Treasurer of some of the Funds in the                          1 other investment
1001 Liberty Avenue               Federated Fund Complex; Vice Chairman, Federated                             companies
Pittsburgh, PA                    Investors, Inc.; Vice President, Federated Advisers,                         in the Fund Complex
EXECUTIVE VICE PRESIDENT          Federated Management, Federated Research, Federated
                                  Research Corp., Federated Global Research Corp. and
                                  Passport Research, Ltd.; Executive Vice President and
                                  Director, Federated Securities Corp.; Trustee,
                                  Federated Shareholder Services Company.
John W. McGonigle                 Executive Vice President and Secretary of the                            $0  $0 for the
Birthdate: October 26, 1938       Federated Fund Complex; Executive Vice President,                            Trust and
Federated Investors Tower         Secretary, and Director, Federated Investors, Inc.;                          54 other investment
1001 Liberty Avenue               Trustee, Federated Advisers, Federated Management, and                       companies
Pittsburgh, PA                    Federated Research; Director, Federated Research Corp.                       in the Fund Complex
EXECUTIVE VICE PRESIDENT AND      and Federated Global Research Corp.; Director,
SECRETARY                         Federated Services Company; Director, Federated
                                  Securities Corp.
Richard J. Thomas                 Treasurer of the Federated Fund Complex; Vice                            $0  $0 for the
Birthdate:  June 17, 1954         President - Funds Financial Services Division,                               Trust and
Federated Investors Tower         Federated Investors, Inc.; Formerly: various                                 54 other investment
1001 Liberty Avenue               management positions within Funds Financial Services                         companies
Pittsburgh, PA                    Division of Federated Investors, Inc.                                        in the Fund Complex
TREASURER

Richard B. Fisher                 President or Vice President of some of the Funds in                      $0  $0 for the
Birthdate: May 17, 1923           the Federated Fund Complex; Director or Trustee of                           Trust and
Federated Investors Tower         some of the Funds in the Federated Fund Complex;                             6 other investment
1001 Liberty Avenue               Executive Vice President, Federated Investors, Inc.;                         companies
Pittsburgh, PA                    Chairman and Director, Federated Securities Corp.                            in the Fund Complex
VICE PRESIDENT

William D. Dawson, III            Chief Investment Officer of this Fund and various                        $0  $0 for the
Birthdate: March 3, 1949          other Funds in the Federated Fund Complex; Executive                         Trust and
Federated Investors Tower         Vice President, Federated Investment Counseling,                             41 other investment
1001 Liberty Avenue               Federated Global Research Corp., Federated Advisers,                         companies
Pittsburgh, PA                    Federated Management, Federated Research, and Passport                       in the Fund Complex
CHIEF INVESTMENT OFFICER          Research, Ltd.; Registered Representative, Federated
                                  Securities Corp.; Portfolio Manager, Federated
                                  Administrative Services; Vice President, Federated
                                  Investors, Inc.; Formerly: Executive Vice President
                                  and Senior Vice President, Federated Investment
                                  Counseling Institutional Portfolio Management Services
                                  Division; Senior Vice President, Federated Research
                                  Corp., Federated Advisers, Federated Management,
                                  Federated Research, and Passport Research, Ltd.
Susan R. Hill                      Susan R. Hill is Vice President of the Trust.  Ms.                      $0  $0 for the
Birthdate:  June 20, 1963          Hill joined Federated Investors in 1990 and has been                        Trust and
Federated Investors Tower          a Portfolio Manager and a Vice President of the                             9 other investment
1001 Liberty Avenue                Fund's investment adviser since January 1997.  Ms.                          companies
Pittsburgh, PA                     Hill was a Portfolio Manager and an Assistant Vice                          in the Fund Complex
VICE PRESIDENT                     President of the investment adviser from 1994 until
                                   1996. Ms. Hill is a Chartered Financial Analyst and
                                   received an M.S. in Industrial Administration from
                                   Carnegie Mellon University.

</TABLE>

     + Mr.  Donahue  is the father of J.  Christopher  Donahue,  Executive  Vice
President of the Trust.

INVESTMENT ADVISER

     The Adviser conducts investment research and makes investment decisions for
the Fund.

The Adviser is a wholly-owned subsidiary of Federated.

     The Adviser  shall not be liable to the Fund, or any Fund  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 Fund.


Other Related Services

     Affiliates  of  the  Adviser  may,  from  time  to  time,  provide  certain
electronic  equipment  and  software  to  institutional  customers  in  order to
facilitate the purchase of Fund Shares offered by the Distributor.


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. The Adviser will generally use those who are recognized dealers
in specific portfolio  instruments,  except when a better price and execution of
the order can be obtained elsewhere.  The Adviser may select brokers and dealers
based on whether they also offer  research  services (as  described  below).  In
selecting  among  firms  believed to meet these  criteria,  the Adviser may give
consideration  to those firms which have sold or are selling  Shares of the Fund
and other funds  distributed by the Distributor and its affiliates.  The Adviser
makes  decisions  on  portfolio  transactions  and  selects  brokers and dealers
subject to review by the Fund's Board.


Research Services

     Research services 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. Research
services  may be used by the Adviser or by  affiliates  of Federated in advising
other  accounts.  To the extent  that  receipt  of these  services  may  replace
services for which the Adviser or its affiliates  might  otherwise have paid, it
would tend to reduce their  expenses.  The Adviser and its  affiliates  exercise
reasonable  business judgment in selecting those 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.

     Investment  decisions  for the Fund are made  independently  from  those of
other  accounts  managed by the Adviser.  When the Fund and one or more of those
accounts invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner  believed  by the Adviser to be  equitable.  While the  coordination  and
ability to  participate  in volume  transactions  may  benefit  the Fund,  it is
possible that this procedure could  adversely  impact the price paid or received
and/or the position obtained or disposed of by the Fund.




<PAGE>



ADMINISTRATOR

     Federated   Services   Company,   a  subsidiary  of   Federated,   provides
administrative  personnel  and services  (including  certain legal and financial
reporting  services)  necessary to operate the Fund.  Federated Services Company
provides these at the following  annual rate of the average  aggregate daily net
assets of all Federated Funds as specified below:


<TABLE>
<CAPTION>

<S>                                      <C>    

Maximum Administrative Fee             Average Aggregate Daily Net Assets of the Federated Funds
0.150 of 1%                            on the first $250 million
0.125 of 1%                            on the next $250 million
0.100 of 1%                            on the next $250 million
0.075 of 1%                            on assets in excess of $750 million
</TABLE>


     The  administrative  fee received  during any fiscal year shall be at least
$125,000  per  portfolio  and  $30,000  per each  additional  class  of  Shares.
Federated  Services  Company may voluntarily  waive a portion of its fee and may
reimburse the Fund for expenses.

     Federated   Services   Company  also  provides   certain   accounting   and
recordkeeping  services with respect to the Fund's  portfolio  investments for a
fee based on Fund assets plus out-of-pocket expenses.


CUSTODIAN

     State Street Bank and Trust Company,  Boston,  Massachusetts,  is custodian
for the securities and cash of the Fund.  Foreign  instruments  purchased by the
Fund are held by foreign banks  participating in a network  coordinated by State
Street Bank.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

     Federated   Services  Company,   through  its  registered   transfer  agent
subsidiary,  Federated  Shareholder  Services  Company,  maintains all necessary
shareholder  records.  The Fund pays the transfer agent a fee based on the size,
type, and number of accounts and transactions made by shareholders.


INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP is the independent public accountant for the Fund.


FEES PAID BY THE FUND FOR SERVICES

For the Year ended November 30                1998           1997        1996
Advisory Fee Earned                     $2,210,660     $2,555,772  $2,436,831
Advisory Fee Reduction                    $595,406       $675,932    $748,431
Brokerage Commissions                           $0             $0          $0
Administrative Fee                        $416,709       $482,402    $460,540
Shareholder Services Fee                  $276,335             --          --

     If the Fund's expenses are capped at a particular  level,  the cap does not
include  reimbursement to the Fund of any expenses  incurred by shareholders who
use the transfer agent's subaccounting facilities.


HOW DOES THE FUND MEASURE PERFORMANCE?

     The Fund may  advertise  Share  performance  by using  the  Securities  and
Exchange   Commission's  (SEC)  standard  method  for  calculating   performance
applicable to all mutual funds.  The SEC also permits this standard  performance
information to be accompanied by non-standard performance information.

     Unless otherwise stated,  any quoted Share performance  reflects the effect
of  non-recurring  charges,  such as maximum sales charges,  which, if excluded,
would  increase the total return and yield.  The  performance  of Shares depends
upon such variables as: portfolio  quality;  dollar-weighted  average  portfolio
maturity;  type and value of portfolio  securities;  changes in interest  rates;
changes  or  differences  in the Fund's or any class of  Shares'  expenses;  and
various other factors.

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


Average Annual Total Returns and Yield
Total returns given for the one-, five- and since inception periods ended 
November 30, 1998.

Yield, and Effective Yield given for the 7-day period ended November 30, 1998.
<TABLE>
<CAPTION>

<S>                            <C>                  <C>                     <C>                      <C>    


                            7-Day Period          1 Year                  5 Years               Since Inception
                                                                                                on March 30, 1989
Total Return                   --                   5.16                    4.94                     5.27
Yield                           4.71               --                      --                       --
Effective Yield                 4.82               --                      --                       --
</TABLE>

TOTAL RETURN

     Total return represents the change (expressed as a percentage) in the value
of Shares over a specific  period of time, and includes the investment of income
and capital gains distributions.

     The average annual total return for Shares is the average  compounded  rate
of return for a given period that would equate a $1,000  initial  investment  to
the ending  redeemable value of that investment.  The ending redeemable value is
computed by  multiplying  the number of Shares owned at the end of the period by
the NAV per Share at the end of the  period.  The number of Shares  owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000,  less any  applicable  sales  charge,  adjusted over the
period  by any  additional  Shares,  assuming  the  annual  reinvestment  of all
dividends and distributions.


YIELD

     The yield of Shares is based upon the seven  days  ending on the day of the
calculation,  called the "base period." This yield is calculated 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 form 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.  The  effective  yield is  calculated  by  compounding  the  unannualized
base-period return by: adding 1 to the base-period return,  raising,  the sum to
the 365/7th power; and subtracting 1 from the result.

To  the  extent  investment  professional  and  broker/dealers  charge  fees  in
connection with services  provided in conjunction  with an investment in Shares,
the Share performance is lower for shareholders paying those fees.


PERFORMANCE COMPARISONS
Advertising and sales literature may include:

          o    references  to  ratings,  rankings,  and  financial  publications
               and/or performance comparisons of Shares to certain indices;

          o    charts,  graphs and  illustrations  using the Fund's returns,  or
               returns in general, that demonstrate  investment concepts such as
               tax-deferred  compounding,  dollar-cost  averaging and systematic
               investment;

          o    discussions of economic, financial and political developments and
               their impact on the  securities  market,  including the portfolio
               manager's views on how such developments  could impact the Funds;
               and

          o    information  about the mutual fund  industry from sources such as
               the Investment Company Institute.

     The Fund may  compare  its  performance,  or  performance  for the types of
securities  in which it invests,  to a variety of other  investments,  including
federally insured bank products such as bank savings  accounts,  certificates of
deposit, and Treasury bills.

     The Fund may quote information from reliable sources  regarding  individual
countries  and regions,  world stock  exchanges,  and  economic and  demographic
statistics.

     You may use financial publications and/or indices to obtain a more complete
view of Share performance.  When comparing performance,  you should consider all
relevant  factors such as the composition of the index used,  prevailing  market
conditions,  portfolio  compositions  of other funds,  and methods used to value
portfolio  securities and compute  offering  price.  The financial  publications
and/or indices which the Fund uses in advertising may include:


Lipper Analytical Services, Inc.

     Ranks funds in various fund categories by making  comparative  calculations
using total return.  Total return assumes the  reinvestment of all capital gains
distributions  and income  dividends  and takes into  account  any change in net
asset value over a specified period of time.


IBC/Donoghue's Money Fund Report

     Publishes annualized yields of money market funds weekly.  Donoghue's Money
Market  Insight  publication  reports  monthly and  12-month-to-date  investment
results for the same money funds.


Money

     A  monthly  magazine,   regularly  ranks  money  market  funds  in  various
categories based on the latest available seven-day effective yield.


Salomon 30-Day Treasury Bill Index

     A weekly quote of the most representative  yields for selected  securities,
issued by the U.S. Treasury, maturing in 30 days.


Discount Corporation of New York 30-day Federal Agencies

     A weekly quote of the average daily offering  price for selected  federated
agency issues maturing in 30 days.


WHO IS FEDERATED INVESTORS, INC.?

     Federated  is  dedicated to meeting  investor  needs by making  structured,
straightforward  and  consistent  investment  decisions.   Federated  investment
products  have  a  history  of  competitive  performance  and  have  gained  the
confidence of thousands of financial institutions and individual investors.

     Federated's  disciplined  investment  selection  process is rooted in sound
methodologies  backed by  fundamental  and  technical  research.  At  Federated,
success in investment management does not depend solely on the skill of a single
portfolio manager.  It is the fusion of individual talents and  state-of-the-art
industry tools and resources.  Federated's  investment process involves teams of
portfolio  managers  and  analysts,  and  investment  decisions  are executed by
traders who are dedicated to specific market sectors and who handle trillions of
dollars in annual trading volume.


FEDERATED FUNDS OVERVIEW

Municipal Funds

     In the municipal sector, as of December 31, 1998, Federated managed 10 bond
funds with  approximately  $2.2 billion in assets and 23 money market funds with
approximately $12.5 billion in total assets. In 1976,  Federated  introduced one
of the first  municipal  bond mutual funds in the industry and is now one of the
largest  institutional  buyers  of  municipal  securities.  The  Funds may quote
statistics  from  organizations  including The Tax  Foundation  and the National
Taxpayers Union regarding the tax obligations of Americans.


Equity Funds

     In the equity sector,  Federated has more than 28 years' experience.  As of
December 31, 1998,  Federated  managed 27 equity  funds  totaling  approximately
$14.9 billion in assets across  growth,  value,  equity  income,  international,
index and sector (i.e. utility) styles.  Federated's  value-oriented  management
style combines  quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.


Corporate Bond Funds

     In the corporate bond sector, as of December 31, 1998,  Federated managed 9
money market funds and 15 bond funds with assets approximating $22.8 billion and
$7.1 billion, respectively. Federated's corporate bond decision making--based on
intensive, diligent credit analysis--is backed by over 26 years of experience in
the  corporate  bond  sector.  In 1972,  Federated  introduced  one of the first
high-yield bond funds in the industry.  In 1983,  Federated was one of the first
fund managers to participate in the  asset-backed  securities  market,  a market
totaling more than $209 billion.


Government Funds

     In the  government  sector,  as of December 31, 1998,  Federated  manages 9
mortgage-backed,  5  government/  agency and 19  government  money market mutual
funds, with assets  approximating $5.3 billion,  $1.8 billion and $41.6 billion,
respectively. Federated trades approximately $425 million in U.S. government and
mortgage-backed  securities  daily  and  places  approximately  $25  billion  in
repurchase  agreements each day. Federated  introduced the first U.S. government
fund to invest in U.S. government bond securities in 1969.  Federated has been a
major force in the short- and  intermediate-term  government  markets since 1982
and currently  manages  approximately  $43.2 billion in government  funds within
these maturity ranges.


Money Market Funds

     In the money market sector,  Federated gained prominence in the mutual fund
industry in 1974 with the creation of the first institutional money market fund.
Simultaneously,  the company  pioneered the use of the amortized  cost method of
accounting for valuing  shares of money market funds, a principal  means used by
money  managers  today to value money  market  fund  shares.  Other  innovations
include the first  institutional  tax-free money market fund. As of December 31,
1998, Federated managed more than $76.7 billion in assets across 52 money market
funds,   including  19  government,   9  prime  and  23  municipal  with  assets
approximating $41.6 billion, $22.8 billion and $12.5 billion, respectively.

     The Chief  Investment  Officers  responsible  for  oversight of the various
investment  sectors within Federated are: U.S. equity and high yield - J. Thomas
Madden;  U.S.  fixed  income - William D. Dawson,  III; and global  equities and
fixed income - Henry A. Frantzen.  The Chief  Investment  Officers are Executive
Vice Presidents of the Federated advisory companies.


Mutual Fund Market

     Thirty-seven  percent of American  households are pursuing their  financial
goals  through  mutual  funds.  These  investors,  as  well  as  businesses  and
institutions,  have  entrusted  over $5  trillion  to the more than 7,300  funds
available, according to the Investment Company Institute.


FEDERATED CLIENTS OVERVIEW

     Federated  distributes  mutual funds through its subsidiaries for a variety
of investment purposes. Specific markets include:


Institutional Clients

     Federated  meets  the  needs of  approximately  900  institutional  clients
nationwide  by managing and servicing  separate  accounts and mutual funds for a
variety  of  purposes,   including  defined  benefit  and  defined  contribution
programs, cash management, and asset/liability management. Institutional clients
include      corporations,      pension     funds,      tax-exempt     entities,
foundations/endowments,   insurance  companies,  and  investment  and  financial
advisers.  The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division, Federated Securities Corp.


Bank Marketing

     Other  institutional  clients  include  more  than  1,600  banks  and trust
organizations.  Virtually all of the trust divisions of the top 100 bank holding
companies use Federated Funds in their clients' portfolios. The marketing effort
to trust clients is headed by Timothy C. Pillion,  Senior Vice  President,  Bank
Marketing & Sales.

Broker/Dealers and Bank Broker/Dealer Subsidiaries

     Federated  Funds are available to consumers  through major  brokerage firms
nationwide--we   have   over   2,200   broker/dealer   and  bank   broker/dealer
relationships across the  country--supported  by more wholesalers than any other
mutual fund  distributor.  Federated's  service to financial  professionals  and
institutions has earned it high ratings in several surveys  performed by DALBAR,
Inc.  DALBAR  is  recognized  as the  industry  benchmark  for  service  quality
measurement.  The  marketing  effort to these  firms is headed by James F. Getz,
President, Broker/Dealer Sales Division, Federated Securities Corp.



<PAGE>



ADDRESSES

trust for Government Cash Reserves

Federated Investors Fund
5800 Corporate Drive
Pittsburgh, PA 15237-7000


Distributor
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue,
Pittsburgh, PA 15222-3779


Investment Adviser
Federated Research
Federated Investors Tower
1001 Liberty Avenue,
Pittsburgh, PA 15222-3779


Custodian
State Street Bank and Trust Company
P.O. Box 8600
Boston, MA 02266-8600


Transfer Agent and Dividend Disbursing Agent
Federated Shareholder Services Company
P.O. Box 8600
Boston, MA 02266-8600


Independent Public Accountants
Arthur Andersen LLP
225 Franklin Street
Boston, MA 02110-2812



                                   APPENDIX A

     The  graphic   presentation   displayed   here  consists  of  a  bar  chart
representing  the annual total returns of Trust for Government  Cash Reserves as
of the calendar year-end for each of nine years.

     The `y'  axis  reflects  the "%  Total  Return"  beginning  with  "0%"  and
increasing in increments of 2% up to 8%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Trust's start of business  through the calendar  year ended  December
31, 1998.

     The light gray shaded chart  features nine  distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return  percentage for the Trust for each calendar year is stated directly
at the top of each respective bar, for the calendar years 1990 through 1998. The
percentages noted are: 7.87%,  5.71%,  3.45%, 2.86%, 3.96%, 5.59%, 5.05%, 5.17%,
and 5.11%, respectively.






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