CASH TRUST SERIES INC
497, 1998-09-30
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CASH TRUST SERIES, INC.



Prime Cash Series, Treasury Cash Series, Government Cash Series, Municipal

Cash Series



PROSPECTUS

   

This prospectus offers shares in Prime Cash Series (the "Prime Fund"),

Treasury Cash Series (the "Treasury Fund"), Government Cash Series (the

"Government Fund"), and Municipal Cash Series (the "Municipal Fund"). Each of

these Funds is a separate money market portfolio of Cash Trust Series, Inc.

(the "Company"), an open-end management investment company (a mutual fund).

Except for the Municipal Fund, each Fund seeks current income consistent with

stability of principal and liquidity. The Municipal Fund seeks current income

exempt from federal regular income tax consistent with stability of

principal.

    

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. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. EACH
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN
BE NO ASSURANCE THAT A FUND WILL BE ABLE TO DO SO.



This prospectus contains the information you should read and know before you

invest in any of the Funds. Keep this prospectus for future reference.

   

Each Fund has also filed a Statement of Additional Information dated

September 30, 1998, with the Securities and Exchange Commission ("SEC"). The

information contained in each Statement of Additional Information is

incorporated by reference into this prospectus. You may request a copy of a

Statement of Additional Information or a paper copy of this prospectus, if

you have received your prospectus electronically, free of charge by calling

1-800-341-7400. To obtain other information, or make inquiries about a Fund,

contact your financial institution. The Statement of Additional Information,

material incorporated by reference into this document, and other information

regarding the Funds is maintained electronically with the SEC at Internet Web

site (http://www.sec.gov).

    

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

   

Prospectus dated September 30, 1998

    

TABLE OF CONTENTS

   

Summary of Fund Expenses  1



Financial Highlights - Prime Cash Series  2



Financial Highlights - Treasury Cash Series  3



Financial Highlights - Government Cash Series  4



Financial Highlights - Municipal Cash Series  5



General Information  6

Year 2000 Statement  6



Investment Information  6

Investment Objective  6

Investment Policies  6

Acceptable Investments  6

More About the Municipal Fund  9

Investment Limitations  10



Fund Information  10

Management of the Funds  10

Distribution of Shares  11

Administration of the Funds  12



Net Asset Value  12



How to Purchase Shares  12

Purchasing Shares Through a Financial Institution  12

Purchasing Shares by Wire  12

Purchasing Shares by Check  12

Special Purchase Features  13



How to Redeem Shares  13

Redeeming Shares Through a Financial Institution  13

Redeeming Shares by Telephone  13

Redeeming Shares by Mail  13

Special Redemption Features  14



Account and Share Information  14

Dividends  14

Capital Gains  14

Account Activity  14

Accounts with Low Balances  14

Voting Rights  14



Tax Information  14

Federal Income Tax  14

State and Local Taxes  15



Performance Information  15

    

SUMMARY OF FUND EXPENSES

<TABLE>

<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES

<S>                                                                                                  <C>

Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)                             None

Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)                  None

Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption

proceeds, as applicable)                                                                                  None

Redemption Fee (as a percentage of amount redeemed, if applicable)                                        None

Exchange Fee                                                                                              None

</TABLE>

ANNUAL OPERATING EXPENSES

(As a percentage of average net assets)

<TABLE>

<CAPTION>

                                                             PRIME        TREASURY   GOVERNMENT   MUNICIPAL

                                                          CASH SERIES   CASH SERIES  CASH SERIES  CASH SERIES

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

Management Fee (after waiver)(1)                               0.32%        0.45%         0.41%         0.40%

12b-1 Fee(2)                                                   0.10%        0.10%         0.10%         0.10%

Total Other Expenses                                           0.58%        0.45%         0.49%         0.51%

Shareholder Services Fee                                  0.25%        0.25%         0.25%         0.25%

Total Operating Expenses(3)                                    1.00%        1.00%         1.00%         1.01%

</TABLE>

    

(1)  The management fee has been reduced to reflect the voluntary waiver of a

portion of the management fee. The adviser can terminate this voluntary

waiver at any time at its sole discretion. The maximum management fee is

0.50%.



(2) The maximum 12b-1 fee is 0.35%.

   

(3) The Total Fund Operating Expenses would have been 1.18%, 1.24%, 1.27%, and

1.11% absent the voluntary waivers of a portion of the management fees for

Prime Cash Series, Treasury Cash Series, Government Cash Series, and

Municipal Cash Series Funds, respectively.

    

The purpose of this table is to assist an investor in understanding the

various costs and expenses that a shareholder of the Funds will bear, either

directly or indirectly. For more complete descriptions of the various costs

and expenses, see "Fund Information." Wire-transferred redemptions of less

than $5,000 may be subject to additional fees.



EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) 5%

annual return and (2) redemption at the end of each time period

<TABLE>

<CAPTION>

                                 PRIME        TREASURY   GOVERNMENT   MUNICIPAL

                              CASH SERIES   CASH SERIES  CASH SERIES  CASH SERIES

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

1 Year                           $ 10          $ 10         $ 10         $ 10

3 Years                          $ 32          $ 32         $ 32         $ 32

5 Years                          $ 55          $ 55         $ 55         $ 56

10 Years                         $122          $122         $122         $124

</TABLE>

    



The above example should not be considered a representation of past or future

expenses. Actual expenses may be greater or less than those shown.



FINANCIAL HIGHLIGHTS - PRIME CASH SERIES



 (For a share outstanding throughout each period)

   

The following table has been audited by Deloitte & Touche LLP, the Fund's

independent auditors. Their report, dated July 10, 1998, on the Fund's

financial statements for the year ended May 31, 1998, and on the following

table for each of the periods presented, is included in the Annual Report,

which is incorporated by reference. This table should be read in conjunction

with the Fund's financial statements and notes thereto, which may be obtained

from the Fund.



<TABLE>

<CAPTION>



                                                                             YEAR ENDED MAY 31,

                         1998         1997        1996         1995        1994       1993       1992      1991      1990(a)

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

NET ASSET VALUE,

BEGINNING OF PERIOD     $ 1.00       $ 1.00       $ 1.00       $ 1.00     $ 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      0.02        0.03       0.04       0.07      0.06

LESS DISTRIBUTIONS

Distributions from

net investment

income                   (0.05)       (0.05)       (0.05)       (0.05)     (0.02)     (0.03)     (0.04)     (0.07)    (0.06)

NET ASSET VALUE,

END OF PERIOD           $ 1.00       $ 1.00       $ 1.00       $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00

TOTAL RETURN(B)           4.83%        4.64%        4.90%        4.60%      2.48%      2.61%      4.37%      6.99%     6.56%

RATIOS TO AVERAGE

NET ASSETS

Expenses                  1.00%        0.99%        0.99%        0.99%      0.99%      0.99%      0.98%      0.94%     0.73%*

Net investment

income                    4.73%        4.55%        4.78%        4.57%      2.45%      2.58%      4.21%      6.50%     7.82%*

Expense waiver/

reimbursement(c)          0.18%        0.20%        0.38%        0.20%      0.18%      0.15%      0.22%      0.44%     0.46%*

SUPPLEMENTAL DATA

Net assets,

end of period

(000 omitted)        $3,748,034   $2,363,382   $1,539,235   $1,027,083   $791,147   $796,832   $750,016   $562,465  $189,254

</TABLE>

* Computed on an annualized basis.



 (a) Reflects operations for the period from August 18,1989 (date of initial

public investment) to May 31, 1990.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE FUND'S
ANNUAL REPORT, DATED MAY 31, 1998, WHICH CAN BE OBTAINED FREE OF CHARGE.

    





FINANCIAL HIGHLIGHTS - TREASURY CASH SERIES



 (For a share outstanding throughout each period)

   

The following table has been audited by Deloitte & Touche LLP, the Fund's

independent auditors. Their report, dated July 10, 1998, on the Fund's

financial statements for the year ended May 31, 1998, and on the following

table for each of the periods presented, is included in the Annual Report,

which is incorporated by reference. This table should be read in conjunction

with the Fund's financial statements and notes thereto, which may be obtained

from the Fund.



<TABLE>

<CAPTION>

                                                         YEAR ENDED MAY 31,

                          1998       1997       1996       1995      1994       1993        1992        1991      1990(a)

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

NET ASSET VALUE,

BEGINNING OF PERIOD       $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00      $ 1.00    $ 1.00

INCOME FROM

INVESTMENT OPERATIONS

Net investment income       0.05       0.04       0.05       0.04       0.02       0.02       0.04       0.07      0.02

LESS DISTRIBUTIONS

Distributions from

net investment income      (0.05)     (0.04)     (0.05)     (0.04)     (0.02)     (0.02)     (0.04)     (0.07)    (0.02)

NET ASSET VALUE,

END OF PERIOD             $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00

TOTAL RETURN(B)             4.70%      4.50%      4.83%      4.34%      2.37%      2.47%      4.24%      6.83%     2.42%

RATIOS TO AVERAGE

NET ASSETS

Expenses                    1.00%      0.99%      0.99%      0.99%      0.99%      0.99%      0.98%      0.88%     0.60%*

Net investment income       4.60%      4.41%      4.70%      4.26%      2.33%      2.46%      4.18%      6.39%     7.75%*

Expense waiver/

reimbursement(c)            0.24%      0.03%      0.29%      0.08%      0.10%      0.04%      0.04%      0.22%     0.44%*

SUPPLEMENTAL DATA

Net assets,

end of period

(000 omitted)            $821,484   $771,164   $593,730   $424,091   $427,005   $532,334   $638,761   $713,430  $127,800



</TABLE>



 *  Computed on an annualized basis.



 (a) Reflects operations for the period from February 7, 1990 (date of initial

public investment) to May 31, 1990.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE FUND'S
ANNUAL REPORT, DATED MAY 31, 1998, WHICH CAN BE OBTAINED FREE OF CHARGE.

    

FINANCIAL HIGHLIGHTS - GOVERNMENT CASH SERIES



 (For a share outstanding throughout each period)

   

The following table has been audited by Deloitte & Touche LLP, the Fund's

independent auditors. Their report, dated July 10, 1998, on the Fund's

financial statements for the year ended May 31, 1998, and on the following

table for each of the periods presented, is included in the Annual Report,

which is incorporated by reference. This table should be read in conjunction

with the Fund's financial statements and notes thereto, which may be obtained

from the Fund.

<TABLE>

<CAPTION>



                                                                     YEAR ENDED MAY 31,

                                   1998       1997        1996     1995      1994       1993       1992      1991   1990(a)

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

NET ASSET VALUE,

 BEGINNING OF PERIOD              $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00   $ 1.00     $ 1.00    $ 1.00    $ 1.00

INCOME FROM

INVESTMENT OPERATIONS

Net investment income               0.05       0.04      0.05       0.04       0.02     0.03       0.04      0.07      0.06

LESS DISTRIBUTIONS

Distributions from net

investment income                  (0.05)     (0.04)    (0.05)     (0.04)     (0.02)   (0.03)     (0.04)    (0.07)    (0.06)

NET ASSET VALUE,

 END OF PERIOD                    $ 1.00     $ 1.00    $ 1.00     $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00

TOTAL RETURN(B)                    4.73%       4.54%     4.85%      4.43%      2.45%     2.54%     4.33%     6.80%     6.53%

RATIOS TO AVERAGE

NET ASSETS

Expenses                           1.00%      0.99%      0.99%      0.99%      0.99%     0.99%     0.98%     0.94%     0.73%*

Net investment income              4.62%      4.45%      4.75%      4.35%      2.41%     2.53%     4.25%     6.48%     7.74%*

Expense waiver/

reimbursement(c)                   0.27%      0.10%      0.30%      0.08%      0.09%     0.06%     0.06%     0.13%     0.32%*

SUPPLEMENTAL DATA

Net assets,

end of period

(000 omitted)                  $557,184   $530,367   $448,129   $453,096   $401,334  $400,231  $550,675  $631,718  $493,995



</TABLE>



 *  Computed on an annualized basis.



 (a) Reflects operations for the period from August 23, 1989 (date of initial

public investment) to May 31, 1990.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE FUND'S
ANNUAL REPORT, DATED MAY 31, 1998, WHICH CAN BE OBTAINED FREE OF CHARGE.

    



FINANCIAL HIGHLIGHTS - MUNICIPAL CASH SERIES



 (For a share outstanding throughout each period)

   

The following table has been audited by Deloitte & Touche LLP, the Fund's

independent auditors. Their report, dated July 10, 1998, on the Fund's

financial statements for the year ended May 31, 1998, and on the following

table for each of the periods presented, is included in the Annual Report,

which is incorporated by reference. This table should be read in conjunction

with the Fund's financial statements and notes thereto, which may be obtained

from the Fund.

<TABLE>

<CAPTION>



                                                                       YEAR ENDED MAY 31,

                                           1998     1997     1996     1995     1994    1993     1992     1991      1990(a)

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

NET ASSET VALUE,

 BEGINNING OF PERIOD                      $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00

INCOME FROM INVESTMENT OPERATIONS

Net investment income                       0.03     0.03     0.03     0.03     0.02     0.03     0.04     0.05     0.04

LESS DISTRIBUTIONS

Distributions from net investment income   (0.03)   (0.03)   (0.03)   (0.03)   (0.02)   (0.03)   (0.04)   (0.05)   (0.04)

NET ASSET VALUE, END OFPERIOD             $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00

TOTAL RETURN(B)                             2.90%    2.80%    3.04%    2.84%    1.83%    2.11%    3.53%    5.24%    4.68 %

RATIOS TO AVERAGE NET ASSETS

Expenses                                    1.01%    0.99%    0.99%    0.99%    0.99%    0.99%    0.98%    0.94%    0.73%*

Net investment income                       2.86%    2.75%    2.99%    2.76%    1.81%    2.10%    3.42%    5.02%    5.76%*

Expense waiver/reimbursement(c)             0.10%    0.09%    0.33%    0.05%    0.06%    0.03%    0.03%    0.17%    0.45%*

SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)  $647,813 $515,060 $478,605 $445,164 $574,801 $456,205 $516,814 $403,151 $195,897



</TABLE>



 * Computed on an annualized basis.



 (a) Reflects operations for the period from August 25, 1989 (date of initial

public investment) to May 31, 1990.



 (b) Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.



 (c) This voluntary expense decrease is reflected in both the expense and net

investment income ratios shown above.



FURTHER INFORMATION ABOUT THE FUND'S PERFORMANCE IS CONTAINED IN THE FUND'S
ANNUAL REPORT, DATED MAY 31, 1998, WHICH CAN BE OBTAINED FREE OF CHARGE.

    

GENERAL INFORMATION



The Company was established as a Maryland corporation under Articles of

Incorporation dated February 1, 1993. The Articles of Incorporation permit

the Company to offer separate series of shares representing interests in

separate portfolios of securities. Each Fund is designed for customers of

financial institutions such as banks, fiduciaries, custodians of public

funds, investment advisers, and broker/dealers as a convenient means of

accumulating an interest in a professionally managed portfolio investing in

short-term money market securities. A minimum initial investment of $10,000

is required, except for retirement plans. The Municipal Fund may not be a

suitable investment for retirement plans because it invests in municipal

securities.



Each Fund attempts to stabilize the value of a share at $1.00. Shares are

currently sold and redeemed at that price.

   

YEAR 2000 STATEMENT



Like other mutual funds and business organizations worldwide, the Funds'

service providers (among them, the adviser, distributor, administrator and

transfer agent) must ensure that their computer systems are adjusted to

properly process and calculate date-related information from and after

January 1, 2000. Many software programs and, to a lesser extent, the computer

hardware in use today cannot distinguish the year 2000 from the year 1900.

Such a design flaw could have a negative impact in the handling of securities

trades, pricing and accounting services. The Funds and their service

providers are actively working on necessary changes to computer systems to

deal with the year 2000 issue and believe that systems will be year 2000

compliant when required. Analysis continues regarding the financial impact

of instituting a year 2000 compliant program on the Funds' operations.

    

INVESTMENT INFORMATION



INVESTMENT OBJECTIVE



Except for the Municipal Fund, the investment objective of each Fund is

current income consistent with stability of principal and liquidity. The

investment objective of the Municipal Fund is current income exempt from

federal regular income tax consistent with stability of principal. An

investment objective cannot be changed without shareholder approval. While

there is no assurance that a Fund will achieve its investment objective, each

endeavors to do so by complying with the diversification and other

requirements of Rule 2a-7 under the Investment Company Act of 1940 which

regulates money market mutual funds and by following the investment policies

described in this prospectus.



INVESTMENT POLICIES



Each Fund pursues its investment objective by investing in a portfolio of

money market securities maturing in 13 months or less. All securities must

be denominated and payable in U.S. dollars. The average maturity of the

securities in each Fund's portfolio, computed on a dollar-weighted basis,

will be 90 days or less. The Municipal Fund has a fundamental policy that at

least 80% of its annual interest income will be exempt from federal regular

income tax. (Federal regular income tax does not include the federal

individual alternative minimum tax or the federal alternative minimum tax for

corporations.) Unless indicated otherwise, the investment policies may be

changed by the Board of Directors (the "Directors") without shareholder

approval. Shareholders will be notified before any material change in these

policies becomes effective.



ACCEPTABLE INVESTMENTS



The Prime Fund invests in high quality money market instruments that are

either rated in one of the two highest short-term rating categories by one or

more nationally recognized statistical rating organizations or are of

comparable quality to securities having such ratings. Examples of these

instruments include, but are not limited to: domestic issues of corporate

debt obligations, including variable rate demand notes; commercial paper

(including Canadian Commercial Paper and Europaper); certificates of

deposit, demand and time deposits, bankers' acceptances and other

instruments of domestic and foreign banks and other deposit institutions

("Bank Instruments"); short-term credit facilities; asset-backed securities;

obligations issued or guaranteed as to payment of principal and interest by

the U.S. government or one of its agencies or instrumentalities; and other

money market instruments.

   

The Treasury Fund invests only in U.S. Treasury securities which are fully

guaranteed as to principal and interest by the United States. These

investments include repurchase agreements collateralized fully by U.S.

Treasury securities.



The Government Fund invests only in U.S. government securities. These

investments include repurchase agreements collateralized fully by U.S.

government securities. These instruments are either issued or guaranteed by

the U.S. government, its agencies, or instrumentalities. These securities

include, but are not limited to: direct obligations of the U.S. Treasury,

such as U.S. Treasury bills, notes, and bonds; notes, bonds, and discount

notes issued or guaranteed by U.S. government agencies and instrumentalities

supported by the full faith and credit of the United States; notes, bonds,

and discount notes of U.S. government agencies or instrumentalities which

receive or have access to federal funding; and notes, bonds, and discount

notes of other U.S. government instrumentalities supported only by the credit

of instrumentalities. Some obligations issued or guaranteed by agencies or

instrumentalities of the U.S. government are backed by the full faith and

credit of the U.S. Treasury. No assurances can be given that the U.S.

government will provide financial support to other agencies or

instrumentalities since it is not obligated to do so. These instrumentalities

are supported by: the issuer's right to borrow an amount limited to a

specific line of credit from the U.S. Treasury; discretionary authority of

the U.S. government to purchase certain obligations of an agency or

instrumentality; or the credit of the agency or instrumentality.

    

The Municipal Fund invests primarily in debt obligations issued by or on

behalf of states, territories, and possessions of the United States,

including the District of Columbia, and any political subdivision or

financing authority of any of these, the income from which is, in the opinion

of qualified legal counsel, exempt from federal regular income tax

("Municipal Securities"). Examples of Municipal Securities include, but are

not limited to: tax and revenue anticipation notes issued to finance working

capital needs in anticipation of receiving taxes or other revenues; bond

anticipation notes that are intended to be refinanced through a later

issuance of longer-term bonds; municipal commercial paper and other short-

term notes; variable rate demand notes; municipal bonds (including bonds

having serial maturities and pre-refunded bonds) and leases; and

participation, trust, and partnership interests in any of the foregoing

obligations.



VARIABLE RATE DEMAND NOTES



Variable rate demand notes are long-term debt instruments that have variable

or floating interest rates and provide the Prime Fund and the Municipal Fund

with the right to tender the security for repurchase at its stated principal

amount plus accrued interest. Such securities typically bear interest at a

rate that is intended to cause the securities to trade at par. The interest

rate may float or be adjusted at regular intervals (ranging from daily to

annually), and is normally based on a published interest rate or interest

rate index. Most variable rate demand notes allow the Prime Fund and the

Municipal Fund to demand the repurchase of the security on not more than

seven days prior notice. Other notes only permit these Funds to tender the

security at the time of each interest rate adjustment or at other fixed

intervals. See "Demand Features." The Prime Fund and the Municipal Fund treat

variable rate demand notes as maturing on the later of the date of the next

interest rate adjustment or the date on which the Fund may next tender the

security for repurchase.



BANK INSTRUMENTS

   

The Prime Fund invests in Bank Instruments that are either issued by an

institution having capital, surplus and undivided profits over $100 million,

or insured by the Bank Insurance Fund or the Savings association Insurance

Fund. Bank Instruments may include Eurodollar Certificates of Deposit

("ECDs"), Yankee Certificates of Deposit ("Yankee CDs"), and Eurodollar Time

Deposits ("ETDs"). The Prime Fund will treat securities credit enhanced with

a bank's letter of credit as Bank Instruments.

    

ASSET-BACKED SECURITIES



The Prime Fund invests in asset-backed securities that are issued by special

purpose entities whose primary assets consist of a pool of loans or accounts

receivable. These securities may take the form of beneficial interests in

special purpose trusts, limited partnership interests, or commercial paper

or other debt securities issued by a special purpose corporation. Although

the securities often have some form of credit or liquidity enhancement,

payments on the securities depend predominantly upon collections of the loans

and receivables held by the issuer.



SHORT-TERM CREDIT FACILITIES



The Prime Fund may enter into, or acquire participations in, short-term

borrowing arrangements with corporation, consisting of either a short-term

revolving credit facility or a master note agreement payable upon demand.

Under these arrangements, the borrower may reborrow funds during the term of

the facility. The Prime Fund treats any commitments to provide such advances

as a standby commitment to purchase the borrower's notes.



REPURCHASE AGREEMENTS



Certain securities in which the Funds invest may be purchased pursuant to

repurchase agreements. Repurchase agreements are arrangements in which banks,

broker/dealers, and other recognized financial institutions sell securities

to the Funds and agree at the time of sale to repurchase them at a mutually

agreed upon time and price. To the extent that the seller does not repurchase

the securities from a Fund, the Fund could receive less than the repurchase

price on any sale of such securities.



AGENCY MASTER DEMAND NOTES



The Government Fund may enter into master demand notes with various federal

agencies and instrumentalities. Under a master demand note, the Government

Fund has the right to increase or decrease the amount of the note on a daily

basis within specified maximum and minimum amounts. Master demand notes also

normally provide for full or partial repayment upon seven or more days notice

by either the Government Fund or the borrower and bear interest at a variable

rate. The Government Fund relies on master demand notes, in part, to provide

daily liquidity. To the extent that the Government Fund cannot obtain

liquidity through master demand notes, it may be required to maintain a

larger cash position, invest more assets in securities with current

maturities or dispose of assets at a gain or loss to maintain sufficient

liquidity.



CREDIT ENHANCEMENT



Certain of the Prime Fund's and the Municipal Fund's acceptable investments

may be credit-enhanced by a guaranty, letter of credit, or insurance. Any

bankruptcy, receivership, default, or change in the credit quality of the

party providing the credit enhancement will adversely affect the quality and

marketability of the underlying security and could cause losses to the Prime

Fund and the Municipal Fund and affect their share prices. The Municipal Fund

may have more than 25% of its total assets invested in securities credit-

enhanced by banks.



DEMAND FEATURES



The Prime Fund and the Municipal Fund may acquire securities that are subject

to puts and standby commitments ("demand features") to purchase the

securities at their principal amount (usually with accrued interest) within a

fixed period (usually seven days) following a demand by the Funds. The demand

feature may be issued by the issuer of the underlying securities, a dealer in

the securities, or by another third party, and may not be transferred

separately from the underlying security. The Funds use these arrangements to

provide liquidity and not to protect against changes in the market value of

the underlying securities. The bankruptcy, receivership, or default by the

issuer of the demand feature, or a default on the underlying security or

other event that terminates the demand feature before its exercise, will

adversely affect the liquidity of the underlying security. Demand features

that are exercisable even after a payment default on the underlying security

may be treated as a form of credit enhancement.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS



Each of the Funds may purchase securities on a when-issued or delayed

delivery basis. These transactions are arrangements in which a Fund purchases

securities with payment and delivery scheduled for a future time. The

seller's failure to complete these transactions may cause a Fund to miss a

price or yield considered to be advantageous. Settlement dates may be a month

or more after entering into these transactions, and the market values of the

securities purchased may vary from the purchase prices.



A Fund may dispose of a commitment prior to settlement if the adviser deems

it appropriate to do so. In addition, a Fund may enter into transactions to

sell its purchase commitments to third parties at current market values and

simultaneously acquire other commitments to purchase similar securities at

later dates. A Fund may realize short-term profits or losses upon the sale of

such commitments.



RESTRICTED AND ILLIQUID SECURITIES

   

The Prime Fund and the Municipal Fund may invest in restricted securities.

Restricted securities are any securities in which the Funds may invest

pursuant to their investment objective and policies but which are subject

to restrictions on resale under federal securities law. Under criteria

established by the Directors, certain restricted securities are determined

to be liquid. To the extent that restricted securities are not determined

to be liquid, the Funds will limit their purchase, together with other

illiquid securities, to 10% of their net assets.



INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES



Each Fund may invest its assets in securities of other investment companies,

including the securities of affiliated money market funds, as an efficient

means of carrying out its investment policies. It should be noted that

investment companies incur certain expenses, such as management fees, and,

therefore, any investment by a Fund in shares of other investment companies

may be subject to such duplicate expenses.

    

LENDING OF PORTFOLIO SECURITIES

   

In order to generate additional income, the Prime Fund and the Government

Fund may lend their portfolio securities on a short-term or long-term basis,

or both, to broker/dealers, banks, or other institutional borrowers of

securities. The Prime Fund and the Government Fund will only enter into loan

arrangements with broker/dealers, banks, or other institutions which the

adviser has determined are creditworthy under guidelines established by the

Directors and will receive collateral at all times equal to at least 100% of

the value of the securities loaned. There is the risk that when lending

portfolio securities, the securities may not be available to a Fund on a

timely basis and the Fund may, therefore, lose the opportunity to sell the

securities at a desirable price. In addition, in the event that a borrower of

securities would file for bankruptcy or become insolvent, disposition of the

securities may be delayed pending court action.

    

CONCENTRATION OF INVESTMENTS

   

As a matter of fundamental policy, the Prime Fund will not invest 25% or more

of its total assets in any one industry. However, investing in U.S.

government securities and domestic bank instruments shall not be considered

investments in any one industry.

    

MORE ABOUT THE MUNICIPAL FUND



PARTICIPATION INTERESTS



The Municipal Fund may purchase interests in Municipal Securities from

financial institutions such as commercial and investment banks, savings

associations, and insurance companies. These interests may take the form of

participations, beneficial interests in a trust, partnership interests or

any other form of indirect ownership that allows the Municipal Fund to treat

the income from the investment as exempt from federal income tax. The

Municipal Fund invests in these participation interests in order to obtain

credit enhancement or demand features that would not be available through

direct ownership of the underlying Municipal Securities.



MUNICIPAL LEASES



Municipal leases are obligations issued by state and local governments or

authorities to finance the acquisition of equipment and facilities. They may

take the form of a lease, an installment purchase contract, a conditional

sales contract, or a participation interest in any of the above. Lease

obligations may be subject to periodic appropriation. Municipal leases are

subject to certain specific risks in the event of default or failure of

appropriation.



TEMPORARY INVESTMENTS



From time to time, when the investment adviser determines that market

conditions call for a temporary defensive posture, the Municipal Fund may

invest in tax-exempt or taxable securities, all of comparable quality to

other securities in which the Municipal Fund invests, such as: obligations

issued by or on behalf of municipal or corporate issuers; obligations issued

or guaranteed by the U.S. government, its agencies, or instrumentalities;

instruments issued by a U.S. branch of a domestic bank or other deposit

institutions having capital, surplus, and undivided profits in excess of

$100,000,000 at the time of investment; and repurchase agreements

(arrangements in which the organization selling the Municipal Fund a

temporary investment agrees at the time of sale to repurchase it at a

mutually agreed upon time and price).



Although the Municipal Fund is permitted to make taxable, temporary

investments, there is no current intention to do so. However, the interest

from certain Municipal Securities is subject to the federal alternative

minimum tax.



MUNICIPAL SECURITIES



Municipal Securities are generally issued to finance public works, such as

airports, bridges, highways, housing, hospitals, mass transportation

projects, schools, streets, and water and sewer works. They are also issued

to repay outstanding obligations, to raise funds for general operating

expenses, and to make loans to other public institutions and facilities.



Municipal Securities include industrial development bonds issued by or on

behalf of public authorities to provide financing aid to acquire sites or

construct and equip facilities for privately or publicly owned

corporations. The availability of this financing encourages these

corporations to locate within the sponsoring communities and thereby

increases local employment.



The two principal classifications of Municipal Securities are "general

obligation" and "revenue" bonds. General obligation bonds are secured by the

issuer's pledge of its full faith and credit and taxing power for the payment

of principal and interest. Interest on and principal of revenue bonds,

however, are payable only from the revenue generated by the facility financed

by the bond or other specified sources of revenue. Revenue bonds do not

represent a pledge of credit or create any debt of or charge against the

general revenues of a municipality or public authority. Industrial

development bonds are typically classified as revenue bonds.



Yields on Municipal Securities depend on a variety of factors, including: the

general conditions of the short-term municipal note market and of the

municipal bond market; the size of the particular offering; the maturity of

the obligations; and the rating of the issue. The ability of the Municipal

Fund to achieve its investment objective also depends on the continuing

ability of the issuers of Municipal Securities and participation interests,

or the credit enhancers of either, to meet their obligations for the payment

of interest and principal when due. In addition, from time to time, the

supply of Municipal Securities acceptable for purchase by the Municipal Fund

could become limited.



The Municipal Fund may invest in Municipal Securities which are repayable out

of revenue streams generated from economically related projects or

facilities and/or whose issuers are located in the same state. Sizable

investments in these Municipal Securities could involve an increased risk to

the Municipal Fund should any of these related projects or facilities

experience financial difficulties.



Obligations of issuers of Municipal Securities are subject to the provisions

of bankruptcy, insolvency, and other laws affecting the rights and remedies

of creditors. In addition, the obligations of such issuers may become subject

to laws enacted in the future by Congress, state legislators, or referenda

extending the time for payment of principal and/or interest, or imposing

other constraints upon enforcement of such obligations or upon the ability of

states or municipalities to levy taxes. There is also the possibility that,

as a result of litigation or other conditions, the power or ability of any

issuer to pay, when due, the principal of and interest on its municipal

securities may be materially affected. The Municipal Fund's concentration in

Municipal Securities may entail a greater level of risk than other types of

money market funds.



INVESTMENT LIMITATIONS



Each Fund will not borrow money directly or through reverse repurchase

agreements (arrangements in which a Fund sells a money market instrument for

a percentage of its cash value with an agreement to buy it back on a set

date) or pledge securities except, under certain circumstances, each Fund may

borrow up to one-third of the value of its total assets and pledge up to 10%

of its total assets to secure such borrowings.



The above investment limitations cannot be changed without shareholder

approval. The following limitation, however, may be changed by the Directors

without shareholder approval. Shareholders will be notified before any

material change in this limitation becomes effective.



The Treasury Fund and the Government Fund will not invest more than 10% of

their net assets in illiquid securities, including repurchase agreements

providing for settlement in more than seven days after notice.



FUND INFORMATION



MANAGEMENT OF THE FUNDS



BOARD OF DIRECTORS



The Funds are managed by a Board of Directors. The Directors are responsible

for managing each Fund's business affairs and for exercising all the

Company's powers except those reserved for the shareholders. An Executive

Committee of the Board of Directors handles the Board's responsibilities

between meetings of the Board.



INVESTMENT ADVISER



Investment decisions for each Fund are made by Federated Advisers, the Funds'

investment adviser, subject to direction by the Directors. The adviser

continually conducts investment research and supervision for each Fund and is

responsible for the purchase and sale of portfolio instruments.



ADVISORY FEES



The adviser receives an annual investment advisory fee equal to 0.50% of each

Fund's average daily net assets. The adviser may voluntarily choose to waive

a portion of its fee or reimburse other expenses of a Fund, but reserves the

right to terminate such waiver or reimbursement at any time at its sole

discretion.



ADVISER'S BACKGROUND

   

Federated Advisers, a Delaware business trust, organized on April 11, 1989,

is a registered investment adviser under the Investment Advisers Act of 1940.

It is a subsidiary of Federated Investors, Inc. All of the Class A (voting)

shares of Federated Investors, Inc. are owned by a trust, the trustees of

which are John F. Donahue, Chairman and Director of Federated Investors,

Inc., Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue,

who is President and Director of Federated Investors, Inc.



Federated Advisers and other subsidiaries of Federated Investors, Inc. serve

as investment advisers to a number of investment companies and private

accounts. Certain other subsidiaries also provide administrative services to

a number of investment companies. With over $120 billion invested across more

than 300 funds under management and/or administration by its subsidiaries, as

of December 31, 1997, Federated Investors, Inc. is one of the largest mutual

fund investment managers in the United States. With more than 2,000 employees,

Federated continues to be led by the management who founded the company in

1955. Federated funds are presently at work in and through approximately 4,000

financial institutions nationwide.

    

Both the Company and the adviser have adopted strict codes of ethics

governing the conduct of all employees who manage each Fund and its portfolio

securities. These codes recognize that such persons owe a fiduciary duty to a

Fund's shareholders and must place the interests of shareholders ahead of the

employees' own interests. Among other things, the codes: require

preclearance and periodic reporting of personal securities transactions;

prohibit personal transactions in securities being purchased or sold, or

being considered for purchase or sale, by a Fund; prohibit purchasing

securities in initial public offerings; and prohibit taking profits on

securities held for less than sixty days. Violations of the codes are subject

to review by the Directors, and could result in severe penalties.



DISTRIBUTION OF SHARES

   

Federated Securities Corp. is the principal distributor for shares of each

Fund. It is a Pennsylvania corporation organized on November 14, 1969, and is

the principal distributor for a number of investment companies. Federated

Securities Corp. is a subsidiary of Federated Investors, Inc.

    

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES

   

Under a distribution plan adopted in accordance with Rule 12b-1 under the

Investment Company Act of 1940 (the "Plan"), the distributor may select

financial institutions such as banks, fiduciaries, custodians for public

funds, investment advisers and broker/dealers to provide distribution and/or

administrative services as agents for their clients or customers. These

services may include, but are not limited to the following functions:

providing office space, equipment, telephone facilities, and various

personnel including clerical, supervisory, and computer as necessary or

beneficial to establish and maintain shareholder accounts and records;

processing purchase and redemption transactions and automatic investments of

client account cash balances; answering routine client inquiries regarding

the Funds; assisting clients in changing dividend options, account

designations, and addresses; and providing such other services as the Funds

reasonably requests.



The distributor will pay financial institutions a fee based upon shares

subject to the Plan and owned by their clients or customers. The schedules of

such fees and the basis upon such fees will be paid will be determined from

time to time by the Directors of the Funds provided that for any period the

total amount of these fees shall not exceed an annual rate of 0.35% of the

average net asset value of shares subject to the Plan held during the period

by clients or customers of financial institutions. The current annual rate of

such fees is 0.35%. Any fees paid by the distributor under the Plan will be

reimbursed from the assets of a Fund.



In addition, each Fund has entered into a Shareholder Services Agreement with

Federated Shareholder Services, a subsidiary of Federated Investors, Inc.,

under which a Fund may make payments up to 0.25% of the average daily net

asset value of its shares to obtain certain personal services for

shareholders and to maintain shareholder accounts. Under the Shareholder

Services Agreement, Federated Shareholder Services will either perform

shareholder services directly or will select financial institutions to

perform shareholder services. Financial institutions will receive fees based

upon shares owned by their clients or customers. The schedules of such fees

and the basis upon which such fees will be paid will be determined from time

to time by each Fund and Federated Shareholder Services.

    

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS

   

In addition to payments made pursuant to the Distribution Plan and

Shareholder Services Agreement, Federated Securities Corp. and Federated

Shareholder Services, from their own assets, may pay financial institutions

supplemental fees for the performance of substantial sales services,

distribution-related support services, or shareholder services. The support

may include sponsoring sales, educational and training seminars for their

employees, providing sales literature, and engineering computer software

programs that emphasize the attributes of the Funds. Such assistance will be

predicated upon the amount of shares the financial institution sells or may

sell, and/or upon the type and nature of sales or marketing support furnished

by the financial institution. Any payments made by the distributor may be

reimbursed by the Funds' investment adviser or its affiliates.

    

ADMINISTRATION OF THE FUNDS



ADMINISTRATIVE SERVICES

   

Federated Services Company, a subsidiary of Federated Investors, Inc.,

provides administrative personnel and services (including certain legal and

financial reporting services)

necessary to operate the Funds at an annual rate which relates to the average

aggregate daily net assets of all funds advised by affiliates of Federated

Investors, Inc. specified below:

    

<TABLE>

<CAPTION>

 MAXIMUM                AVERAGE AGGREGATE

   FEE                  DAILY NET ASSETS

<C>            <S>

 0.150%                on the first $250million

 0.125%                on the next $250million

 0.100%                on the next $250million

 0.075%           on assets in excess of $750million

</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 choose voluntarily to waive a portion of its

fee.



NET ASSET VALUE



Each Fund attempts to stabilize the net asset value of its shares at $1.00 by

valuing the portfolio securities using the amortized cost method. The net

asset value per share is determined by subtracting total liabilities from

total assets and dividing the remainder by the number of shares outstanding.

The Funds cannot guarantee that their net asset values will always remain at

$1.00 per share.

   

The net asset value is determined at 12:00 p.m., 3:00 p.m. (Eastern time),

and as of the close of trading (normally 4:00 p.m., Eastern time) on the

New York Stock Exchange, Monday through Friday, except on New Year's Day,

Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,

Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

    

HOW TO PURCHASE SHARES

   

Shares are sold at their net asset value, without a sales charge, next

determined after an order is received, on days which the New York Stock

Exchange is open for business. Shares may be purchased as described below,

either through a financial institution (such as a bank or broker/dealer) or

by wire or by check directly from the Funds, with a minimum initial

investment of $10,000 or more or additional investments of as little as $500.

Financial institutions may impose different minimum investment requirements

on their customers.

    

In connection with any sale, Federated Securities Corp. may from time to time

offer certain items of nominal value to any shareholder or investor. The

Funds reserve the right to reject any purchase request. An account must be

established at a financial institution or by completing, signing, and

returning the new account form available from the Funds before shares can be

purchased.



PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION



Investors may purchase shares through a financial institution which has a

sales agreement with the distributor. Orders are considered received when a

Fund receives payment by wire or converts payment by check from the financial

institution into federal funds. It is the financial institution's

responsibility to transmit orders promptly. Financial institutions may

charge additional fees for their services.



PURCHASING SHARES BY WIRE

   

Shares may be purchased by Federal Reserve wire by calling the appropriate

Fund before 3:00 p.m. (Eastern time) to place an order. The order is

considered received immediately. Payment by federal funds must be received

before 3:00 p.m. (Eastern time) in order to begin earning dividends that

same day. Federal funds should be wired as follows: Federated Shareholder

Services Company, c/o State Street Bank and Trust Company, Boston, MA;

Attention: EDGEWIRE; For Credit to: Fund Name; Fund Number (this number can

be found on the account statement or by contacting the Funds); Group Number

or Order Number; Nominee or Institution Name; and ABA Number 011000028.

Shares cannot be purchased by wire on holidays when wire transfers are

restricted. Questions on wire purchases should be directed to your

shareholder services representative at the telephone number listed on your

account statement.

    

PURCHASING SHARES BY CHECK



Shares may be purchased by sending a check to Federated Shareholder

Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check should

be made payable to the name of the appropriate Fund. Please include an

account number on the check. 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.



SPECIAL PURCHASE FEATURES



SYSTEMATIC INVESTMENT PROGRAM

   

A minimum of $100 can be automatically withdrawn periodically from the

shareholder's checking account at an Automated Clearing House ("ACH") member

and invested in Fund shares. Shareholders should contact their financial

institution or the Funds to participate in this program.

    

HOW TO REDEEM SHARES



Shares are redeemed at their net asset value next determined after Federated

Shareholder Services Company receives the redemption request. Redemptions

will be made on days on which the Funds compute their net asset value.

Redemption requests must be received in proper form and can be made as

described below.



REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION



Shares may be redeemed by contacting the shareholder's financial

institution. Shares will be redeemed at the net asset value next determined

after Federated Shareholder Services Company receives the redemption

request. According to the shareholder's instructions, redemption proceeds

can be sent to the financial institution or to the shareholder by check or by

wire. The financial institution is responsible for promptly submitting

redemption requests and providing proper written redemption instructions.

Customary fees and commissions may be charged by the financial institution

for this service.



REDEEMING SHARES BY TELEPHONE

   

Redemptions in any amount may be made by calling the Funds provided the Fund

has a properly completed authorization form. These forms can be obtained from

Federated Securities Corp. Proceeds from redemption requests received before

3:00 p.m. (Eastern time) for the Prime Fund, the Treasury Fund, and the

Government Fund and 12:00 p.m. (Eastern time) for the Municipal Fund will be

wired the same day to the shareholder's account at a domestic commercial bank

which is a member of the Federal Reserve System, but will not include

that day's dividend. Proceeds from redemption requests received after that

time include that day's dividend but will be wired the following

business day. Under limited circumstances, arrangements may be made with the

distributor for same-day payment of proceeds, without that day's dividend,

for redemption requests received before 2:00 p.m. (Eastern time). Proceeds

from redeemed shares purchased by check or through ACH will not be wired

until that method of payment has cleared. Proceeds from redemption requests

on holidays when wire transfers are restricted will be wired the following

business day. Questions about telephone redemptions on days when wire

transfers are restricted should be directed to your shareholder services

representative at the telephone number listed on your account statement.

    

Telephone instructions may be recorded and if reasonable procedures are not

followed by the Funds, they may be liable for losses due to unauthorized or

fraudulent telephone instructions.



In the event of drastic economic or market changes, a shareholder may

experience difficulty in redeeming by telephone. If this occurs, "Redeeming

Shares by Mail" should be considered. If at any time the Funds shall

determine it necessary to terminate or modify the telephone redemption

privilege, shareholders would be promptly notified.



REDEEMING SHARES BY MAIL



Shares may be redeemed in any amount by mailing a written request to:

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

If share certificates have been issued, they should be sent unendorsed with

the written request by registered or certified mail to the address noted

above.



The written request should state: the Fund name; the account name as

registered with the Fund; the account number; and the number of shares to be

redeemed or the dollar amount requested. All owners of the account must sign

the request exactly as the shares are registered. Normally, a check for the

proceeds is mailed within one business day, but in no event more than

seven days, after the receipt of a proper written redemption request.

Dividends are paid up to and including the day that a redemption request is

processed.



Shareholders requesting a redemption of any amount to be sent to an address

other than that on record with the Funds or a redemption payable other than

to the shareholder of record must have their signatures guaranteed by a

commercial or savings bank, trust company or savings association whose

deposits are insured by an organization which is administered by the Federal

Deposit Insurance Corporation; a member firm of a domestic stock exchange; or

any other "eligible guarantor institution," as defined in the Securities

Exchange Act of 1934. The Funds do not accept signatures guaranteed by a

notary public.



SPECIAL REDEMPTION FEATURES



CHECK WRITING

   

Upon request, a checking account will be established to allow shareholders

to redeem their Fund shares. Shareholder accounts will continue to receive

the daily dividend declared on the shares to be redeemed until the check is

presented to UMB Bank, Warsaw, the bank responsible for administering the

check writing program, for payment. However, checks should never be made

payable or sent to UMB Bank, Warsaw or a Fund to redeem shares, and a check

may not be written to close an account.

    

DEBIT CARD



Upon request, a debit account will be established. This account allows

shareholders to redeem shares by using a debit card. A fee will be charged to

the account for this service.



SYSTEMATIC WITHDRAWAL PROGRAM



If a shareholder's account has a value of at least $10,000, other than

retirement accounts subject to required minimum distributions, a systematic

withdrawal program may be established whereby automatic redemptions are made

from the account and transferred electronically to any commercial bank,

savings bank, or credit union that is an ACH member. Shareholders may apply

for participation in this program through their financial institutions or the

Funds.



ACCOUNT AND SHARE INFORMATION



DIVIDENDS



Dividends are declared daily and paid monthly. Dividends are automatically

reinvested on payment dates in additional shares of the Funds unless cash

payments are requested by writing to the Funds. Shares purchased by wire

before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares

purchased by check begin earning dividends the day after the check is

converted into federal funds.



CAPITAL GAINS

   

The Funds do 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 Funds will distribute in cash or additional shares any

realized net capital gains at least once every 12 months.



ACCOUNT ACTIVITY



Shareholders will receive periodic statements reporting all account

activity, including dividends paid. The Funds will not issue share

certificates.

    

ACCOUNTS WITH LOW BALANCES



Due to the high cost of maintaining accounts with low balances, the Funds may

redeem shares in any account and pay the proceeds to the shareholder if the

account balance falls below a required minimum value of $10,000 due to

shareholder redemptions. Before shares are redeemed to close an account, the

shareholder is notified in writing and allowed 30 days to purchase additional

shares to meet the minimum requirement.



VOTING RIGHTS



Each share of the Company owned by a shareholder gives that shareholder one

vote in Director elections and other matters submitted to shareholders for

vote. All shares of each portfolio in the Company have equal voting rights,

except that in matters affecting only a particular portfolio, only

shareholders of that portfolio are entitled to vote. The Company is not

required to hold annual shareholder meetings. Shareholder approval will be

sought only for certain changes in the Company's or a Fund's operation and

for election of Directors under certain circumstances.



Directors may be removed by the Directors or by shareholders at a special

meeting. A special meeting shall be called by the Directors upon the written

request of shareholders owning at least 10% of the outstanding shares of the

Company.

   

As of September 4, 1998, McDonald & Co. Securities, Inc., Cincinnati, Ohio,

owned 30.43% of the voting securities of the Municipal Fund, and, therefore,

may, for certain purposes, be deemed to control the Municipal Fund and be able

to affect the outcome of certain matters presented for a vote of shareholders.

    

TAX INFORMATION



FEDERAL INCOME TAX

   

The Funds will pay no federal income tax because they expect to meet

requirements of the Internal Revenue Code applicable to regulated investment

companies and to receive the special tax treatment afforded to such companies.

Each Fund will be treated as a single, separate entity for federal income tax

purposes so that income (including capital gains) and losses realized by the

Company's other portfolios will not be combined for tax purposes with those

realized by any other Fund.

    

Shareholders of the Municipal Fund are not required to pay the federal

regular income tax on any dividends received from the Municipal Fund that

represent net interest on tax-exempt municipal bonds. However, under the Tax

Reform Act of 1986, dividends representing net interest earned on certain

"private activity" bonds issued after August 7, 1986, may be included in

calculating the federal individual alternative minimum tax or the federal

alternative minimum tax for corporations. The Municipal Fund may purchase,

within the limits of its investment policies, all types of municipal bonds,

including private activity bonds.



The alternative minimum tax applies when it exceeds the regular tax for the

taxable year. Alternative minimum taxable income is equal to the regular

taxable income of the taxpayer increased by certain "tax preference" items

not included in regular taxable income and reduced by only a portion of the

deductions allowed in the calculation of the regular tax.



Dividends of the Municipal Fund representing net interest income earned on

some temporary investments and any realized net short-term gains are taxed as

ordinary income.



These tax consequences apply whether dividends are received in cash or as

additional shares.



STATE AND LOCAL TAXES

   

Because interest received by the Municipal Fund may not be exempt from all

state and local income taxes, shareholders may be required to pay state and

local taxes on dividends received from the Municipal Fund. Shareholders are

urged to consult their own tax advisers regarding the status of their

accounts under state and local tax laws.

    

PERFORMANCE INFORMATION



From time to time, the Funds advertise their yield, effective yield, tax-

equivalent yield, and total return.



Yield represents the annualized rate of income earned on an investment over

a seven-day period. It is the annualized dividends earned during the period

on an investment shown as a percentage of the investment. The effective

yield is calculated similarly to the yield, but when annualized, the income

earned by an investment is assumed to be reinvested daily. The effective

yield will be slightly higher than the yield because of the compounding

effect of this assumed reinvestment. The tax-equivalent yield is calculated

similarly to the yield, but is adjusted to reflect the taxable yield that

would have to be earned to equal the Municipal Fund's tax-exempt yield,

assuming a specific tax rate.



Total return represents the change, over a specified period of time, in the

value of an investment in a Fund after reinvesting all income distributions.

It is calculated by dividing that change by the initial investment and is

expressed as a percentage.



From time to time, advertisements for the Funds may refer to ratings,

rankings, and other information in certain financial publications and/or

compare a Fund's performance to certain indices.



[Graphic]



CASH TRUST SERIES, INC.



Prime Cash Series,

Treasury Cash Series,

Government Cash Series,

Municipal Cash Series

   

PROSPECTUS

SEPTEMBER 30, 1998

    

Portfolios of Cash Trust Series, Inc., an

Open-End Management Investment Company



CASH TRUST SERIES, INC.

   

Federated Investors Funds

5800 Corporate Drive

Pittsburgh, PA 15237-7000

    



DISTRIBUTOR

   

Federated Securities Corp.

Federated Investors Tower

1001 Liberty Avenue

Pittsburgh, PA 15222-3779

    



INVESTMENT ADVISER

   

Federated Advisers

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 AUDITORS



Deloitte & Touche LLP

2500 One PPG Place

Pittsburgh, PA 15222



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Federated Securities Corp., Distributor

1-800-341-7400

www.federatedinvestors.com



   

Cusip 147551105

Cusip 147551402

Cusip 147551204

Cusip 147551303

G00861-01 (9/98)

    

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