1933 Act File No. 33-31259
1940 Act File No. 811-5911
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X__
Pre-Effective Amendment No. __
Post-Effective Amendment No. 37 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 37 X
FEDERATED MUNICIPAL TRUST
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on July 18, 1995, pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on December 15, 1994; or
intends to file the Notice required by that Rule on or about ________; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and, pursuant to Rule 24f-2(b)(2), need not file the Notice.
Copies To:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of FEDERATED
MUNICIPAL TRUST, which consists of fourteen portfolios: (1) Connecticut
Municipal Cash Trust, (a) Institutional Service Shares; (2) Pennsylvania
Municipal Cash Trust, (a) Cash Series Shares and (b) Institutional
Service Shares; (c) Institutional Shares (3) Minnesota Municipal Cash
Trust, (a) Cash Series Shares and (b) Institutional Shares; (4) New
Jersey Municipal Cash Trust, (a) Institutional Shares and
(b) Institutional Service Shares; (5) Ohio Municipal Cash Trust, (a)
Cash II Shares and (b) Institutional Shares; (6) Virginia Municipal Cash
Trust, (a) Institutional Shares and (b) Institutional Service Shares;
(7) Alabama Municipal Cash Trust; (8) North Carolina Municipal Cash
Trust; (9) Maryland Municipal Cash Trust; (10) California Municipal Cash
Trust; (11) New York Municipal Cash Trust, (a) Cash II Shares and (b)
Institutional Service Shares; (12) Florida Municipal Cash Trust; (13)
Massachusetts Municipal Cash Trust, (a) Institutional Service Shares and
(b) BayFunds Shares; (14) Michigan Municipal Cash Trust; and (15)
Georgia Municipal Cash Trust (in registration as of the date of this
filing), relates to Pennsylvania Municipal Cash Trust-Institutional
Shares and is comprised of the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-15) Cover Page.
Item 2. Synopsis (1-15) Summary of Fund
Expenses.
Item 3. Condensed Financial
Information (1, 2a, 2b, 3-13) Financial
Highlights; (1-15) Performance
Information.
Item 4. General Description of
Registrant (1-15) General Information;
(1-13a, 14, 15) Investment
Information; (1-13a, 14, 15)
Investment Objective; (1-13a,
14, 15) Investment Policies;
(13b) Investment Objective and
Policies; (1) Connecticut
Municipal Securities;
(2) Pennsylvania Municipal
Securities; (3) Minnesota
Municipal Securities; (4) New
Jersey Municipal Securities;
(5) Ohio Municipal Securities;
(6) Virginia Municipal
Securities; (7) Alabama
Municipal Securities; (8)
North Carolina Municipal
Securities; (9) Maryland
Municipal Securities; (10)
California Municipal
Securities; (11) New York
Municipal Securities; (12)
Florida Municipal Securities;
(13) Massachusetts Municipal
Securities; (14) Michigan
Municipal Securities; (15)
Georgia Municipal Securities;
(1) Connecticut Investment
Risks; (2) Pennsylvania
Investment Risks;
(3) Minnesota Investment
Risks; (4) New Jersey
Investment Risks; (5) Ohio
Investment Risks; (6) Virginia
Investment Risks; (7) Alabama
Investment Risks; (8) North
Carolina Investment Risks; (9)
Maryland Investment Risks;
(10) California Investment
Risks; (12) New York
Investment Risks;
(13) Massachusetts Investment
Risks;(14) Michigan Investment
Risks; (15) Investment Risks;
(1-15) Non-Diversification;
(1-13a, 14, 15) Investment
Limitations; (1-15) Regulatory
Compliance.
Item 5. Management of the Fund (1-13a, 14) Trust Information;
(15) Fund Information; (1-13a,
14) Management of the Trust;
(13b) Management, Distribution
and Administration; (1-
6,11,12,13a) Distribution of
Cash Series, Institutional,
Institutional Service, or Cash
II Shares; (7,8,9,10,12,15)
Distribution of Shares; (2-
7,9,10,11,13a,14,15)
Administration of the Fund;
(1,8,12) Administration of the
Trust; (2c,9,12,14,15)
Expenses of the Fund.
Item 6. Capital Stock and Other
Securities (1-13a, 14, 15) Dividends; (1-
13a, 14, 15) Capital Gains;
(13b) Dividends and
Distributions; (1-13a, 14, 15)
Shareholder Information; (1-
15) Voting Rights; (1-13a, 14,
15) Massachusetts Partnership
Law; (1-15) Tax Information;
(1-13a, 14, 15) Federal Income
Tax; (1) Connecticut Tax
Considerations; (2)
Pennsylvania Tax
Considerations; (3) Minnesota
Tax Considerations; (4) New
Jersey Tax Considerations; (5)
Ohio Tax Considerations; (6)
Virginia Tax Considerations;
(7) Alabama Taxes; (8) North
Carolina Taxes; (9) Maryland
Tax Considerations; (10)
California State Income Taxes;
(11) New York State Tax
Considerations; (12) Florida
Tax Considerations; (13)
Massachusetts Tax
Considerations; (14) Michigan
Tax Considerations; (1-13a,14,
15) State and Local Taxes;
(2,3,4,5,6,11,13) Other
Classes of Shares.
Item 7. Purchase of Securities Being
Offered (1-15) Net Asset Value;
(1,2,3,4-13,14) Shareholder
Servicing Arrangements; (2c,
15) Other Payments to
Financial Institutions;
(2a,3a,4b,5a,11,12)
Distribution and Shareholder
Services Plan; (13b)
Distribution; (1,2bc,3b,4,5b,6-
10,13,14,15) Shareholder
Services Plan; (13b) How to
Buy Shares; (1,2a,3a,5a,7-
10,11a,12,14,15) How to
Purchase Shares; (15)
Purchasing Shares Through a
Financial Institution,
Purchasing Shares By Wire,
Purchasing Shares By Check;
(2bc,3b,4,5b,6,11b,13a)
Investing in the Fund;
(2bc,3b,4,5b,6,11b,13a) Share
Purchases; (1,2a,3a,5a,7-
10,11a,12,14,15) Special
Purchase Features;
(2bc,3b,4,5b,6,11b,13a)
Minimum Investment Required,
(1,2a,3a,5a,7-10,11a,12,14,15)
Systematic Investment Program;
(2bc,3b,4,5b,6,11b,13a)
Subaccounting Services; (1-15)
Certificates and
Confirmations.
Item 8. Redemption or Repurchase (1,2a,3a,5a,7-10, 11a,
12,13b,14,15) How to Redeem
Shares; (2bc,3b,
4,5b,6,11b,13a) Redeeming
Shares; (2a,3a,5a,13, 14)
(1,2a,3a,5a,7-10,11a,12,14,15)
Redeeming Shares Through a
Financial Institution;
(1,2bc,3b,4,5b,6,10,11,13a)
Telephone Redemption;
(1,2a,3a,5a,7-10,11a,12,14,15)
Redeeming Shares by Telephone;
(2bc,3b,4,5b,6,11b,13a) By
Mail; (1,2a,3a,5a,7-10,
11a,12,14,15) Redeeming Shares
by Mail; (3b,2b,13a,4b) By
Writing a Check; (1,2a,3a,5a,
7-10,11a,12,14,15) Special
Redemption Features, Check
Writing, Debit Card, and
Systematic Withdrawal Program;
(1-13a,14, 15) Accounts With
Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1-15) Cover Page.
Item 11. Table of Contents (1-15) Table of Contents.
Item 12. General Information and
History (1-14) General Information
About the Fund.
Item 13. Investment Objectives and
Policies (1-14) Investment Objective
and Policies; (1-13,15)
Investment Limitations;
Investment Policies; Georgia
Investment Risks.
Item 14. Management of the Fund (1-15) Federated Municipal
Trust Management.
Item 15. Control Persons and Principal
Holders of Securities Not applicable.
Item 16. Investment Advisory and Other
Services (1-15) Investment Advisory
Services; (1-14)
Administrative Services;
(3a,4a,5a,11) Distribution
Plan; (3b,7b,10, 14,15)
Shareholder Services Plan;
(12) Distribution and
Shareholder Services Plan.
Item 17. Brokerage Allocation (1-15) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered (1-14) Purchasing Shares;
(1-15) Determining Net Asset
Value; (1-14) Redeeming
Shares; (15) Redemption in
Kind.
Item 20. Tax Status (1-14) Tax Status; (15) The
Fund's Tax Status.
Item 21. Underwriters Not applicable.
Item 22. Calculation of Performance
Data (1-15) Yield; (1-15) Effective
Yield; (1,2,3a,4-15) Tax-
Equivalent Yield; (1-15)
Performance Comparisons; (15)
Performance Information, Tax-
Equivalency Table, Total
Return.
Item 23. Financial Statements (1, 2ab-13) Filed in Part A.
PENNSYLVANIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
INSTITUTIONAL SHARES
PROSPECTUS
The Institutional Shares of Pennsylvania Municipal Cash Trust (the "Fund")
offered by this prospectus represent interests in a non-diversified portfolio
of
Federated Municipal Trust (the "Trust"), an open-end management investment
company (a mutual fund). The investment objective of the Fund is to provide
current income exempt from federal regular income tax and the personal income
taxes imposed by the Commonwealth of Pennsylvania consistent with stability of
principal. The Fund invests primarily in short-term Pennsylvania municipal
securities, including securities of states, territories, and possessions of the
United States which are not issued by or on behalf of Pennsylvania or its
political subdivisions and financing authorities, but which provide income
exempt from the federal regular and Pennsylvania state income taxes.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED 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. THE FUND
ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE
NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Combined Statement of Additional Information
dated July 18, 1995, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information
is incorporated by reference into this prospectus. You may request a
copy of the Combined Statement of Additional Information, which is in paper
form only, or a paper copy of this prospectus, if you have received it
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact the Fund at the
address listed in the back of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Prospectus dated July 18, 1995
<TABLE>
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<S> <C>
TABLE OF CONTENTS
--------------------------------------------------------------------------------
SUMMARY OF FUND EXPENSES 1
------------------------------------------------------
GENERAL INFORMATION 2
------------------------------------------------------
INVESTMENT INFORMATION 2
------------------------------------------------------
Investment Objective 2
Investment Policies 2
Pennsylvania Municipal Securities 5
Investment Risks 6
Non-Diversification 6
Investment Limitations 6
Regulatory Compliance 7
TRUST INFORMATION 7
------------------------------------------------------
Management of the Trust 7
Distribution of Institutional Shares 8
Administration of the Fund 9
Expenses of the Fund 9
NET ASSET VALUE 10
------------------------------------------------------
INVESTING IN THE FUND 10
------------------------------------------------------
Share Purchases 10
Minimum Investment Required 11
Subaccounting Services 11
Certificates and Confirmations 11
Dividends 11
Capital Gains 11
REDEEMING SHARES 11
------------------------------------------------------
By Mail 12
Telephone Redemption 12
Accounts with Low Balances 12
SHAREHOLDER INFORMATION 13
------------------------------------------------------
Voting Rights 13
Massachusetts Partnership Law 13
TAX INFORMATION 13
------------------------------------------------------
Federal Income Tax 13
State and Local Taxes 14
PERFORMANCE INFORMATION 14
------------------------------------------------------
OTHER CLASSES OF SHARES 15
------------------------------------------------------
ADDRESSES Inside Back Cover
------------------------------------------------------
SUMMARY OF FUND EXPENSES
--------------------------------------------------------------------------------
</TABLE>
<TABLE>
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INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)............................ None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................. None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as
applicable).......................................................................................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)..................................... None
Exchange Fee........................................................................................... None
ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES
(As a percentage of projected average net assets)*
Management Fee (after waiver) (1)...................................................................... 0.29%
12b-1 Fee.............................................................................................. None
Total Other Expenses................................................................................... 0.16%
Shareholder Services Fee (after waiver)(2)................................................. 0.00%
Total Institutional Shares Operating Expenses (3)............................................. 0.45%
</TABLE>
------------
(1) The estimated management fee has been reduced to reflect the anticipated
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 shareholder services fee is 0.25%.
(3) The Total Institutional Shares Operating Expenses are estimated to be 0.91%
absent the anticipated voluntary waivers of a portion of the management fee
and the shareholder services fee.
*Total Institutional Shares Operating Expenses are estimated based on average
expenses expected to be incurred during the period ending October 31, 1995.
During the course of this period, expenses may be more or less than the average
amount shown.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Institutional Shares of the
Fund will bear, either directly or indirectly. For more complete descriptions of
the various costs and expenses, see "Investing in Institutional Shares" and
"Federated Municipal Trust Information." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.
<TABLE>
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EXAMPLE 1 year 3 years
<S> <C> <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and
(2) redemption at the end of each time period................................................. $5 $14
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE INSTITUTIONAL SHARES CLASS FISCAL
YEAR ENDING OCTOBER 31, 1995.
GENERAL INFORMATION
- --------------------------------------------------------------------------------
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares representing interests in separate portfolios of
securities. The shares in any one portfolio may be offered in separate classes.
With respect to the Fund, as of the date of this prospectus, the Trustees have
established three classes of shares known as Institutional Shares, Cash Series
Shares and Institutional Service Shares. This prospectus relates only to
Institutional Shares of the Fund, which are designed primarily for financial
institutions acting in a fiduciary or agency capacity as a convenient means of
accumulating an interest in a professionally managed, non-diversified portfolio
investing primarily in short-term Pennsylvania municipal securities. The Fund
may not be a suitable investment for retirement plans or for non-Pennsylvania
taxpayers because it invests in municipal securities of that state. A minimum
initial investment of $25,000 within a 90-day period is required.
The Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Fund is current income exempt from federal
regular income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania consistent with stability of principal. This investment objective
cannot be changed without shareholder approval. While there is no assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania municipal securities (as defined below) maturing in 13 months or
less. As a matter of investment policy, which cannot be changed without
shareholder approval, at least 80% of the Fund's annual interest income will be
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. (Federal regular income tax does not include
the federal individual alternative minimum tax or the federal alternative
minimum tax for corporations.) The average maturity of the securities in the
Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or less.
Unless indicated otherwise, the investment policies may be changed by the
Trustees without shareholder approval. Shareholders will be notified before any
material change in these policies becomes effective.
ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued
by or on behalf of Pennsylvania and its political subdivisions and financing
authorities, and obligations of other 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 and Pennsylvania state income tax imposed upon non-corporate taxpayers
("Pennsylvania Municipal Securities"). Examples of Pennsylvania Municipal
Securities include, but are not limited to:
tax and revenue anticipation notes ("TRANs") issued to finance working
capital needs in anticipation of receiving taxes or other revenues;
bond anticipation notes ("BANs") 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 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 Fund to demand the repurchase of the
security on not more than seven days prior notice. Other notes only permit the
Fund to tender the security at the time of each interest rate adjustment or at
other fixed intervals. See "Demand Features." The Fund treats 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.
PARTICIPATION INTERESTS. The Fund may purchase interests in Pennsylvania
Municipal Securities from financial institutions such as commercial and
investment banks, savings and loan 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
Fund to treat the income from the investment as exempt from federal income tax.
The 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 Pennsylvania 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.
The Fund may purchase municipal securities in the form of participation
interests that represent an undivided proportional interest in lease payments
by a governmental or nonprofit entity. The lease payments and other rights
under the lease provide for and secure payments on the certificates. Lease
obligations may provide that the participants cannot accelerate lease
obligations upon default. The participants would only be able to enforce lease
payments as they became due. In the event of a default or failure of
appropriation, unless the participation interests are credit enhanced, it is
unlikely that the participants would be able to obtain an acceptable substitute
source of payment.
RATINGS. The securities in which the Fund invests must be rated in one of the
two highest short-term rating categories by one or more nationally recognized
statistical rating organizations ("NRSROs") or be of comparable quality to
securities having such ratings. An NRSRO's two highest rating categories are
determined without regard for sub-categories and gradations. For example,
securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings Group
("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"), or
FIN-1+, FIN-1, FIN-2 by Fitch Investors Service, Inc. ("Fitch") are all
considered rated in one of the two highest short-term rating categories. The
Fund will follow applicable regulations in determining whether a security rated
by more than one NRSRO can be treated as being in one of the two highest
short-term rating categories; currently, such securities must be rated by two
NRSROs in one of their two highest rating categories. See "Regulatory
Compliance."
CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be credit
enhanced by a guaranty, letter of credit, or insurance. The Fund typically
evaluates the credit quality and ratings of credit-enhanced securities based
upon the financial condition and ratings of the party providing the credit
enhancement (the "credit enhancer"), rather than the issuer. However,
credit-enhanced securities will not be treated as having been issued by the
credit enhancer for diversification purposes, unless the Fund has invested more
than 10% of its assets in securities issued, guaranteed or otherwise credit
enhanced by the credit enhancer, in which case the securities will be treated as
having been issued by both the issuer and the credit enhancer. The bankruptcy,
receivership, or default of the credit enhancer will adversely affect the
quality and marketability of the underlying security.
DEMAND FEATURES. The 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 Fund. 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 Fund uses these arrangements to provide the Fund with 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. The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time. The seller's failure to complete these transactions may cause the
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.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, the 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. The Fund may realize short-term profits or losses upon the sale of such
commitments.
RESTRICTED SECURITIES. As a matter of fundamental policy, the Fund may invest
in restricted securities. Restricted securities are any securities in which the
Fund may invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are determined to be
liquid. To the extent that restricted securities are not determined to be
liquid, the Fund will limit their purchase to 10% of its net assets.
TEMPORARY INVESTMENTS. From time to time, when the investment adviser
determines that market conditions call for a temporary defensive posture, the
Fund may invest in tax-exempt or taxable securities 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
institution 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 Fund a temporary investment agrees at the
time of sale to repurchase it at a mutually agreed upon time and price), all
having the same quality characteristics as described above.
Although the Fund is permitted to make taxable, temporary investments, there is
no current intention to do so. However, the interest from certain Pennsylvania
Municipal Securities is subject to the federal alternative minimum tax.
PENNSYLVANIA MUNICIPAL SECURITIES
Pennsylvania Municipal Securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.
Pennsylvania Municipal Securities include industrial development bonds issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.
The two principal classifications of Pennsylvania Municipal Securities are
"general obligation" and "revenue" bonds. General obligation bonds are secured
by the issuer's pledge of its full faith and credit and taxing power for the
payment of principal and interest. Interest on and principal of revenue bonds,
however, are payable only from the revenue generated by the facility financed by
the bond or other specified sources of revenue. Revenue bonds do not represent a
pledge of credit or create any debt of or charge against the general revenues of
a municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.
INVESTMENT RISKS
Yields on Pennsylvania 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 Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of Pennsylvania 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 Pennsylvania
Municipal Securities acceptable for purchase by the Fund could become limited.
The Fund may invest in Pennsylvania 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
Pennsylvania Municipal Securities could involve an increased risk to the Fund
should any of these related projects or facilities experience financial
difficulties.
Obligations of issuers of Pennsylvania 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.
NON-DIVERSIFICATION
The Fund is non-diversified. An investment in the Fund, therefore, will entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers.
However, the Fund intends to comply with Subchapter M of the Internal Revenue
Code. This undertaking requires that, at the end of each quarter of each taxable
year, with regard to at least 50% of the Fund's total assets, no more than 5% of
its total assets are invested in the securities of a single issuer and that with
respect to the remainder of the Fund's total assets, no more than 25% of its
total assets are invested in the securities of a single issuer.
INVESTMENT LIMITATIONS
The Fund will not borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of total assets to secure such
borrowings.
The Fund will invest in securities for income earnings rather than trading for
profit. The Fund will not vary its investments, except to: (i) eliminate unsafe
investments and investments not consistent with the preservation of the capital
or the tax status of the investments of the Fund; (ii) honor redemption orders,
meet anticipated redemption requirements, and negate gains from discount
purchases; (iii) maintain a constant net asset value per unit pursuant to, and
in compliance with, an order or rule of the United States Securities and
Exchange Commission; (iv) reinvest the earnings from securities in like
securities; or (v) defray normal administrative expenses (the "Pennsylvania
Investment Restrictions.")
The above investment limitations cannot be changed without shareholder approval.
As a matter of nonfundamental policy, the Fund will not invest more than 10% of
its net assets in illiquid securities.
REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Combined 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, as amended. 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, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, 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.
TRUST INFORMATION
- --------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Fund's business affairs and for exercising all
the Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.
INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase and sale of portfolio instruments.
Both the Trust and the Adviser have adopted strict codes of ethics governing
the conduct of all employees who manage the Fund and its portfolio securities.
These codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. 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 the 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 Board of Trustees,
and could result in severe penalties.
ADVISORY FEES. The adviser receives an annual investment advisory fee
equal to.50 of 1% of the Fund's average daily net assets. The adviser has
undertaken to reimburse the Fund up to the amount of the advisory fee for
operating expenses in excess of limitations established by certain states.
The adviser also may voluntarily choose to waive a portion of its fee or
reimburse other expenses of the Fund, but reserves the right to terminate
such waiver or reimbursement at any time at its sole discretion.
ADVISER'S BACKGROUND. Federated Management, a Delaware business trust,
organized on April 11, 1989, is a registered investment adviser under the
Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
All of the Class A (voting) shares of Federated Investors are owned by a
trust, the trustees of which are John F. Donahue, Chairman and Trustee of
Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
Christopher Donahue, who is President and Trustee of Federated Investors.
Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services
to a number of investment companies. Total assets under management or
administration by these and other subsidiaries of Federated Investors are
approximately $70 billion. Federated Investors, which was founded in 1956
as Federated Investors, Inc., develops and manages mutual funds primarily
for the financial industry. Federated Investors' track record of
competitive performance and its disciplined, risk averse investment
philosophy serve approximately 3,500 client institutions nationwide.
Through these same client institutions, individual shareholders also have
access to this same level of investment expertise.
DISTRIBUTION OF INSTITUTIONAL SHARES
Federated Securities Corp. is the principal distributor for Institutional Shares
of the Fund. It is a Pennsylvania corporation organized on November 14, 1969,
and is the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.
SHAREHOLDER SERVICES. The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to 0.25 of 1% of the
average daily net asset value of Fortress Shares, computed at an annual rate, to
obtain certain personal services for shareholders and the maintenance of
shareholder accounts ("shareholder services"). 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 the Fund and
Federated Shareholder Services.
SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. The distributor may pay
financial
institutions such as banks, fiduciaries, custodians for public funds,
investment advisers, and broker/dealers to provide certain services to
shareholders. These services may include, but are not limited to, distributing
prospectuses and other information, providing accounting assistance, and
communicating or facilitating purchases and redemptions of shares. Any fees
paid for these services by the distributor will be reimbursed by the adviser
or its affiliates and not the Fund.
GLASS-STEAGALL ACT. The Glass-Steagall Act prohibits a depository institution
(such as a commercial bank or a savings and loan association) from being an
underwriter or distributor of most securities. In the event the Glass-Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the administrative services. State securities laws governing the
ability of depository institutions to act as underwriters or distributors of
securities may differ from interpretations given to the Glass-Steagall Act and,
therefore, banks and financial institutions may be required to register as
dealers pursuant to state law.
ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate as specified
below:
<TABLE>
<CAPTION>
MAXIMUM FEE AVERAGE AGGREGATE DAILY NET ASSETS
<S> <C>
.15 of 1% on the first $250 million
.125 of 1% on the next $250 million
.10 of 1% on the next $250 million
.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. Average
aggregate daily net assets include those of all mutual funds advised by
affiliates of Federated Investors. Federated Administrative Services may choose
voluntarily to waive a portion of its fee.
CUSTODIAN. State Street Bank and Trust Company, Boston, MA, is custodian for
the securities and cash of the Fund.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Boston, Massachusetts, is transfer agent for the shares of, and dividend
disbursing agent for, the Fund. Federated Services Company is a subsidiary of
Federated Investors.
INDEPENDENT PUBLIC ACCOUNTANTS. The Independent Public Accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, PA.
EXPENSES OF THE FUND
Holders of Institutional Shares, Institutional Service Shares and Cash Series
Shares pay their allocable portion of Trust and portfolio expenses.
The Trust expenses for which holders of Institutional Shares, Institutional
Service Shares and Cash Series Shares pay their allocable portion include,
but are not limited to: the cost of organizing the Trust and continuing its
existence; registering the Trust with federal and state securities authorities;
Trustees' fees; auditors' fees, the cost of meetings of Directors; legal fees
of the Trustees; association membership dues; and such non-recurring and
extraordinary items as may arise from time to time.
The portfolio expenses for which holders of Institutional Shares, Institutional
Service Shares and Cash Series Shares pay their allocable portion include, but
are not limited to: registering the portfolio and shares of the portfolio;
investment advisory services; taxes and commissions; custodian fees;
insurance premiums; auditors' fees; and such non-recurring and extraordinary
items as may arise from time to time.
At present, the only expenses which are allocated specifically to classes
are expenses under the Trust's distribution plan on behalf of Cash Series
Shares and fees for shareholder services for Institutional Shares,
Institutional Service Shares and Cash Series Shares. However, the Trustees
reserve the right to allocate certain other expenses to holders of Institutional
Shares, Institutional Service Shares and Cash Series Shares as they deem
appropriate ("Class Expenses"). In any case, Class Expenses would be
limited to:
distribution fees; transfer agent fees as identified by the transfer agent as
attributable to holders of Institutional Shares, Institutional Service
Shares and
Cash Series Shares; fees for Shareholder Services; printing and posting expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and to state securities systems; expenses
related to administrative personnel and services as required to support
holders of
Institutional Shares, Institutional Service Shares and Cash Series Shares; and
Trustee's fees incurred as a result of issues related solely to Institutional
Shares, Institutional Service Shares and Cash Series Shares.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Fund attempts to stabilize the net asset value of Institutional Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
net asset value per share is determined by subtracting liabilities attributable
to Institutional Shares from the value of Fund assets attributable to
Institutional Shares, and dividing the remainder by the number of Institutional
Shares outstanding. The Fund cannot guarantee that its net asset value will
always remain at $1.00 per share.
The net asset value is determined at 12:00 noon, 1:00 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, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day.
INVESTING IN THE FUND
- --------------------------------------------------------------------------------
SHARE PURCHASES
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange and the Federal Reserve Wire System are open for business. Shares may
be purchased either by wire or mail. The Fund reserves the right to reject any
purchase request.
To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone.
BY WIRE. To purchase by Federal Reserve wire, call the Fund before 1:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) that
day. Federal funds should be wired as follows: Federated Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit
to: Pennsylvania Municipal Cash Trust-Institutional Shares; Fund Number (this
number can be found on the account statement or by contacting the Fund); Group
Number or Dealer Number; Order Number; Nominee or Institution Name; and ABA
Number 011000028.
BY MAIL. To purchase by mail, send a check made payable to Pennsylvania
Municipal Cash Trust-Institutional Shares to: Federated Services Company, P.O.
Box 8600, Boston, MA 02266-8600. Orders by mail are considered received when
payment by check is converted into federal funds. This is normally the next
business day after the check is received.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Fund. Financial institutions may impose different minimum investment
requirements on their customers.
SUBACCOUNTING SERVICES
Financial institutions are encouraged to open single master accounts. However,
certain financial institutions may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent charges a fee based on the level of subaccounting services
rendered. Financial institutions may charge or pass through subaccounting fees
as part of or in addition to normal fiduciary or agency account fees. They may
also charge fees for other services provided which may be related to the
ownership of Fund shares. This prospectus should, therefore, be read together
with any agreement between the customer and the financial institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund or Federated Services Company in writing.
Monthly confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund. Shares purchased by wire before
1:00 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 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 will distribute in cash or additional shares any realized
net long-term capital gains at least once every 12 months.
REDEEMING SHARES
- --------------------------------------------------------------------------------
Shares are redeemed at their net asset value next determined after Federated
Services Company receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value. Redemption requests must be
received in proper form and can be made as described below.
BY MAIL
Shares may be redeemed in any amount by mailing a written request together with
properly endorsed certificates, if issued, to: Federated Services Company, P.O.
Box 8600, Boston, MA 02266-8600. The written request should state: Pennsylvania
Municipal Cash Trust-Institutional Shares; 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. Any share certificates should be sent by
registered or certified mail with the written request. Normally, a check for
the proceeds is mailed within one business day, but in no event more than seven
days, after receipt of a proper written redemption request. 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 Fund 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 and loan association whose deposits
are insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Fund does not accept signatures guaranteed by a notary public.
TELEPHONE REDEMPTION
Shares may be redeemed by telephoning the Fund. Telephone instructions may be
recorded and if reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions. An
authorization form permitting the Fund to accept telephone requests must first
be completed. Authorization forms and information on this service are available
from Federated Securities Corp.
If the redemption request is received before 12:00 noon (Eastern time), the
proceeds 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, and those
shares redeemed will not be entitled to that day's dividend. A daily dividend
will be paid on shares redeemed if the redemption request is received after
12:00 noon (Eastern time). However, the proceeds are not wired until the
following business day.
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "By Mail," should be considered. If at any time
the Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $25,000 due to shareholder redemptions.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights, except that in matters
affecting only a particular portfolio or class, only shares of that portfolio or
class are entitled to vote. As a Massachusetts business trust, the Trust is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Trust's or the Fund's operation and for
the election of Trustees under certain circumstances. As of July 3, 1995, BHC
Securities, Inc., Philadelphia, PA, owned approximately 6,199,358 shares
(27.18%) of the voting securities of the Pennsylvania Municipal Cash Trust-Cash
Series Shares; and therefore, may, for certain purposes, be deemed to control
the Fund and be able to affect the outcome of certain matters presented for a
vote of shareholders.
Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of the Trust.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust. These documents require notice of this disclaimer to be given in each
agreement, obligation, or instrument the Trust or its Trustees enter into or
sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, 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 Fund may purchase 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 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
Income from the Fund is not necessarily free from taxes in states other than
Pennsylvania. Shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.
PENNSYLVANIA TAXES. The Fund received a ruling from the Commonwealth of
Pennsylvania Department of Revenue that interest or gain derived by the Fund
from obligations free from state taxation in Pennsylvania is not taxable on
pass-through to Fund shareholders for purposes of Pennsylvania personal income
taxes. This was based on the existence of the Pennsylvania Investment
Restrictions (see "Investment Limitations"). However, legislation enacted in
December 1993, eliminates the necessity of the Pennsylvania Investment
Restrictions. This legislation also generally repeals the Pennsylvania personal
income tax exemption for gains from the sale of personal income tax exemptions,
including the exemptions for distributions from the Fund to the extent that they
are derived from gains from tax-exempt obligations. Fund shares are exempt from
personal property taxes imposed by counties in Pennsylvania to the extent that
the Fund invests in obligations that are exempt from such taxes.
In the opinion of Houston, Houston & Donnelly, counsel to the Fund, the Fund is
not subject to Pennsylvania corporate or personal property taxes.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time, the Fund advertises its yield, effective yield, and
tax-equivalent yield for Institutional Shares.
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 Institutional Shares' tax-exempt yield, assuming a specific tax
rate.
Advertisements and sales literature may also refer to total return. Total return
represents the change, over a specified period of time, in the value of an
investment in the shares after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.
The performance figures will be calculated separately for each class of shares.
Because each class of shares is subject to different expenses, the performance
of Institutional Shares and Institutional Service Shares will exceed the
performance of Cash Series Shares for the same period.
From time to time, advertisements for the Fund may refer to ratings, rankings,
and other information in certain financial publications and/or compare its
performance to certain indices.
OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------
The Fund also offers other classes of shares called Cash Series Shares and
Institutional Service Shares which are all sold primarily to customers of
financial institutions subject to certain differences.
Cash Series Shares are sold at net asset value subject to a Rule 12b-1 Plan and
a Shareholder Services Plan. Investments in Cash Series Shares are subject to a
minimum initial investment of $10,000 over a 90-day period.
Institutional Service Shares are sold at net asset value and are subject to a
Shareholder Services Plan. Investments in Institutional Service Shares are
subject to a minimum initial investment of $25,000 over a 90-day period.
Cash Series Shares and Institutional Service Shares are subject to certain of
the same expenses. Expense differences, however, between Cash Series Shares,
Institutional Service Shares and Institutional Shares may affect the performance
of each class.
To obtain more information and a prospectus for Cash Series Shares,
Institutional Service Shares and Institutional Shares , investors may call
1-800-235-4669 or contact their financial institution.
ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Pennsylvania Municipal Cash Trust
Institutional Shares Federated Investors Tower
Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------------------------------------
Investment Adviser
Federated Management Federated Investors Tower
Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------------------------------------
Custodian
State Street Bank and Trust Company P.O. Box 8600
Boston, MA 02266-8602
- ---------------------------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company P.O. Box 8600
Boston, Massachusetts 02266-8600
- ---------------------------------------------------------------------------------------------------------------------
Independent Public Accountants
Arthur Andersen LLP 2100 One PPG Place
Pittsburgh, PA 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
PENNSYLVANIA MUNICIPAL
CASH TRUST
INSTITUTIONAL SHARES
PROSPECTUS
A Non-Diversified Portfolio
of Federated Municipal Trust,
an Open-End Management
Investment Company
July 18, 1995
[logo] FEDERATED SECURITIES CORP.
---------------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Cusip 314229717
G00214-01-IS (7/95) [LOGO]
Pennsylvania Municipal Cash Trust
(A Portfolio of Federated Municipal Trust)
Cash Series Shares
Institutional Service Shares
Institutional Shares
Combined Statement of Additional Information
This Combined Statement of Additional Information should be read with
the prospectuses of Cash Series Shares, Institutional Service Shares,
and Institutional Shares of Pennsylvania Municipal Cash Trust (the
"Fund"), a portfolio of Federated Municipal Trust (the "Trust") dated
February 28, 1995, February 28, 1995, and July 18, 1995, respectively.
This Statement is not a prospectus. To receive a copy of a prospectus,
write or call the Fund.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Revised Statement dated July 18, 1995
Federated Securities Corp.
Distributor
A subsidiary of Federated
Investors
Investment Policies 1
Acceptable Investments 1
Participation Interests 1
Municipal Leases 1
When-Issued And Delayed
Delivery Transactions 1
Repurchase Agreements 1
Pennsylvania Investment Risks 2
Investment Limitations 2
Investing in Illiquid
Securities 3
Investing in Securities of
Other Investment Companies
3
Investing in New Issuers 4
Investing for Control 4
Investing in Issuers Whose
Securities Are Owned by
Officers of the Fund 4
Investing in Options 4
Investing in Minerals 4
Brokerage Transactions 4
Federated Municipal Trust
Management 5
Share Ownership 9
Trustees Compensation 10
Trustee Liability 10
Investment Adviser 10
Advisory Fees 11
Fund Administration 11
Transfer Agent and Dividend
Disbursing Agent 11
Distribution and Shareholder
Services 12
Determining Net Asset Value 12
Redemption in Kind 13
The Fund's Tax Status 13
Performance Information 13
Yield 13
Effective Yield 13
Tax-Equivalent Yield 13
Tax-Equivalency Table 14
Total Return 14
Performance Comparisons 15
About Federated Investors 15
Mutual Fund Market 15
Institutional 15
Trust Organizations 15
Broker/dealers and bank
broker/dealer subsidiaries
16
Investment Policies
Unless indicated otherwise, the policies described below may be changed by the
Trustees without shareholder approval. Shareholders will be notified before
any material change in these policies becomes effective.
Acceptable Investments
When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security, the issuer of any demand feature applicable to the security, or any
guarantor of either the security or any demand feature.
Participation Interests
The financial institutions from which the Fund purchases participation
interests frequently provide or secure from another financial institution
irrevocable letters of credit or guarantees and give the Fund the right to
demand payment of the principal amounts of the participation interests plus
accrued interest on short notice (usually within seven days). The municipal
securities subject to the participation interests are not limited to the
Fund's maximum maturity requirements so long as the participation interests
include the right to demand payment from the issuers of those interests. By
purchasing these participation interests, the Fund is buying a security
meeting the maturity and quality requirements of the Fund and also is
receiving the tax-free benefits of the underlying securities.
Municipal Leases
The Fund may purchase municipal securities in the form of participation
interests that represent an undivided proportional interest in lease payments
by a governmental or nonprofit entity. The lease payments and other rights
under the lease provide for and secure payments on the certificates. Lease
obligations may be limited by municipal charter or the nature of the
appropriation for the lease. Furthermore, a lease may provide that the
participants cannot accelerate lease obligations upon default. The
participants would only be able to enforce lease payments as they became due.
In the event of a default or failure of appropriation, unless the
participation interests are credit enhanced, it is unlikely that the
participants would be able to obtain an acceptable substitute source of
payment.
In determining the liquidity of municipal lease securities, the investment
adviser, under the authority delegated by the Board of Trustees, will base its
determination on the following factors: whether the lease can be terminated by
the lessee; the potential recovery, if any, from a sale of the leased property
upon termination of the lease; the lessee's general credit strength (e.g., its
debt, administrative, economic and financial characteristics and prospects);
the likelihood that the lessee will discontinue appropriating funding for the
leased property because the property is no longer deemed essential to its
operations (e.g., the potential for an "event of non-appropriation"); and any
credit enhancement or legal recourse provided upon an event of non-
appropriation or other termination of the lease.
When-Issued And Delayed Delivery Transactions
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the
Fund's records at the trade date. These assets are marked to market daily and
are maintained until the transaction has been settled. The Fund does not
intend to engage in when-issued and delayed delivery transactions to an extent
that would cause the segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
Certain securities in which the Fund invests 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 Fund 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 the Fund, the Fund could receive less than the repurchase
price on any sale of such securities. The Fund or its custodian will take
possession of the securities subject to repurchase agreements, and these
securities will be marked to market daily. In the event that a defaulting
seller filed for bankruptcy or became insolvent, disposition of such
securities by the Fund might be delayed pending court action. The Fund
believes that under the regular procedures normally in effect for custody of
the Fund's portfolio securities subject to repurchase agreements, a court of
competent jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Trustees.
Pennsylvania Investment Risks
The Fund invests in obligations of the Commonwealth of Pennsylvania (the
"State") issuers which result in the Fund's performance being subject to risks
associated with the overall conditions present within the State. The following
information is a general summary of the state's financial condition and a
brief summary of the prevailing economic conditions. This information is based
on official statements relating to securities that are believed to be reliable
but should not be considered as a complete description of all relevant
information.
Fiscal operations improved gradually since the $1.1 billion deficit in 1991.
The deficit was nearly eliminated in 1992 with the addition of increased taxes
. During fiscal 1993, Pennsylvania focused on expenditure reductions while
revenues were stabilized and reserves were increased by $24 million. Fiscal
1994 saw further improvement in revenues and ended with a surplus of $336
million. Revenues are expected to increase slightly in fiscal 1995, but the
State has budgeted an increase in appropriations which will decrease the
Budget Stabilization Fund to $4.1 million due to the projected operating
deficit of $297 million. Also, it should be noted that due to the length and
severity of the 1991 recession, coupled with the structural changes in the
industrial landscape, several municipalities have undergone severe financial
stress and are still vulnerable to further economic cycles.
Historically, the State's economy was largely composed of heavy industry that
was concentrated in steel production, coal and railroads. The exposure to
these industries, especially the steel sector, has declined and the economy
has diversified into services and trade sectors. Presently, services and trade
compose over 50% of the economy. Unemployment in the State over the past two
years has surpassed the national average and population growth, as in many of
the industrial states, has been motionless.
The debt ratings further demonstrate the overall condition of the State. The
State maintains an A1 rating by Moody's that has been in effect since 1986.
Standard & Poors Ratings Group rates the State AA- since 1985.
The Fund's concentration in securities issued by the State and its political
subdivisions provides a greater level of risk than a fund whose assets are
diversified across numerous states and municipal issuers. The ability of the
State or its municipalities to meet their obligations will depend on the
availability of tax and other revenues; economic, political, and demographic
conditions within the State; and the underlying fiscal condition of the State,
its counties, and its municipalities.
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 are 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 for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Fund will not purchase any
securities while borrowings in excess of 5% of its total assets are
outstanding.
Pledging Assets
The Fund will not mortgage, pledge, or hypothecate 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 15% of the value of total assets at the time of the
pledge.
Diversification of Investments
At the close of each quarter of each fiscal year, no more than 25% of
the Fund's total assets will be invested in the securities of a single
issuer, but, with regard to at least 50% of the Fund's total assets, no
more than 5% of the Fund's total assets are to be invested in securities
of a single issuer.
Under this limitation, each governmental subdivision, including states,
territories, possessions of the United States, or their political
subdivisions, agencies, authorities, instrumentalities, or similar
entities, will be considered a separate issuer if its assets and
revenues are separate from those of the government body creating it and
the security is backed only by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a
nongovernmental issuer are considered to be issued solely by that
issuer. If in the case of an industrial development bond or government-
issued security, a governmental or other entity guarantees the security,
such guarantee would be considered a separate security issued by the
guarantor, as well as the other issuer, subject to limited exclusions
allowed by the Investment Company Act of 1940.
Lending Cash or Securities
The Fund will not lend any of its assets except that it may acquire
publicly or non publicly issued Pennsylvania municipal securities or
temporary investments or enter into repurchase agreements, in accordance
with its investment objective, policies, limitations, and the Trust's
Declaration of Trust.
Investing in Commodities
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
Investing in Restricted Securities
The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Securities Act of 1933.
Investing in Real Estate
The Fund will not purchase or sell real estate, including limited
partnership interests, although it may invest in securities of issuers
whose business involves the purchase or sale of real estate or in
securities which are secured by real estate or interests in 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 purchase securities if, as a result of such purchase,
25% or more of the value of its total assets in any one industry or in
industrial development bonds or other securities, the interest upon
which is paid from revenues of similar types of projects. However, the
Fund may invest as temporary investments more than 25% of the value of
its assets in cash or cash items, securities issued or guaranteed by the
U.S. government, its agencies, or instrumentalities, or instruments
secured by these money market instruments, such as repurchase
agreements.
The above limitations cannot be changed without shareholder approval. The
following investment limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these limitations becomes effective.
Investing in Illiquid Securities
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, and certain restricted
securities.
Investing in Securities of Other Investment Companies
The Fund will not purchase securities of other investment companies,
except as part of a merger, consolidation, or other acquisition.
Investing in New Issuers
The Fund will not invest more than 5% of the value of its total assets
in securities of issuers (including companies responsible for paying
principal and interest on industrial development bonds) which have
records of less than three years of continuous operations, including the
operation of any predecessor.
Investing for Control
The Fund will not invest in securities of a company for the purpose of
exercising control or management.
Investing in Issuers Whose Securities Are Owned by Officers of the Fund
The Fund will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Fund or its investment adviser owning
individually more than .50 of 1% of the issuer's securities together own
more than 5% of the issuer's securities.
Investing in Options
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
Investing in Minerals
The Fund will not purchase or sell interests in oil, gas, or other
mineral exploration or development programs or leases, although it may
purchase the securities of issuers which invest in or sponsor such
programs.
For purposes of the above limitations, the Fund considers instruments issued
by a U.S. branch of a domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items." 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.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order at
a favorable price. In working with dealers, the adviser will generally use
those who are recognized dealers in specific portfolio instruments, except
when a better price and execution of the order can be obtained elsewhere. The
adviser makes decisions on portfolio transactions and selects brokers and
dealers subject to guidelines established by the Board of Trustees. The
adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
adviser and may include: advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry studies;
receipt of quotations for portfolio evaluations; and similar services.
Research services provided by brokers and dealers may be used by the adviser
or its affiliates in advising the Trust and other accounts. To the extent
that receipt of these services may supplant services for which the adviser or
its affiliates might otherwise have paid, it would tend to reduce their
expenses. The adviser and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and research services to
execute securities transactions. They determine in good faith that
commissions charged by such persons are reasonable in relationship to the
value of the brokerage and research services provided. During the fiscal years
ended October 31, 1994, 1993 and 1992, the Fund paid no brokerage commissions.
Although investment decisions for the Fund are made independently from those
of the other accounts managed by the adviser, investments of the type the Fund
may make may also be made by those other accounts. When the Fund and one or
more other accounts managed by the adviser are prepared to invest in, or
desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by the adviser
to be equitable to each. In some cases, this procedure may adversely affect
the price paid or received by the Fund or the size of the position obtained or
disposed of by the Fund. In other cases, however, it is believed that
coordination and the ability to participate in volume transactions will be to
the benefit of the Fund.
Federated Municipal Trust Management
Officers and Trustees are listed with their addresses, present positions with
Federated Municipal Trust, and principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue,
Vice President of the Trust.
Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital
of Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds;
formerly, President, Naples Property Management, Inc.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
Lawrence D. Ellis, M.D. *
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; Director, Trustee, or Managing General Partner of the Funds.
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Director, Eat'N
Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.
Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate: April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: October 6, 1926
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Vice Chairman, Horizon
Financial, F.A.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
Mur
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak Management
Center; Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; formerly, Chairman, National Advisory
Council for Environmental Policy and Technology.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
_____________________________________________________________________________
__________________________
Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President and Trustee
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative
Services.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp.; President, Passport Research, Ltd.; Trustee, Federated
Administrative Services, Federated Services Company, and Federated
Shareholder Services; President or Vice President of the Funds; Director,
Trustee, or Managing General Partner of some of the Funds. Mr. Donahue is the
son of John F. Donahue, Chairman and Trustee of the Trust.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.
Edward C. Gonzales *
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice President, Treasurer, and Trustee, Federated Investors; Vice President
and Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice
President, Treasurer, and Director, Federated Securities Corp.; Trustee,
Federated Services Company and Federated Shareholder Services; Chairman,
Treasurer, and Trustee, Federated Administrative Services; Trustee or Director
of some of the Funds; Executive Vice President or President of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary, Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services
Company; Executive Vice President, Secretary, and Trustee, Federated
Administrative Services; Secretary and Trustee, Federated Shareholder
Services; Executive Vice President and Director, Federated Securities Corp.;
Vice President and Secretary of the Funds.
David M. Taylor *
Federated Investors Tower
Pittsburgh, PA
Birthdate: January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors;
Controller, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Senior Vice President,
Federated Shareholder Services; Senior Vice President, Federated
Administrative Services; Treasurer of the Funds.
* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@ Member of the Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of
Trustees between meetings of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated Government Money
Trust; California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated Growth Trust; Federated High
Yield Trust; Federated Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Institutional Trust; Federated Intermediate
Government Trust; Federated Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated U.S.
Government Bond Fund; First Priority Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income
Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument
Funds; The Shawmut Funds; Short-Term Municipal Trust; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves; Trust
for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; The Virtus Funds; and World Investment Series, Inc.
Share Ownership
Officers and Trustees as a group own less than 1% of the Fund's outstanding
shares.
As of July 3, 1995, the following shareholder of record owned 5% or more of
the outstanding Cash Series Shares of the Fund: BHC Securities Inc.,
Philadelphia, PA, owned approximately 6,199,358 shares (27.18%);
As of July 3, 1995, the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of the Fund: Meridian Asset
Management, Reading, PA, owned approximately 35,026,203 shares (12.36%);
Integra Trust Services, Pittsburgh, PA, owned approximately 24,029,717 shares
(8.48%); Keystone Financial Inc., Altoona, PA, owned approximately 18,678,200
shares (6.59%); Anderson & Co., Philadelphia, PA, owned approximately
43,031,159 shares (15.18%); Saxon & Co., Philadelphia, PA, owned
approximately 19,435,482 shares (6.86%); and Melon Bank Capital Markets,
Pittsburgh, PA, owned approximately 20,827,717 shares (7.35%)
Trustees Compensation
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST*# FROM TRUST AND FUND COMPLEX +
John F. Donahue, $ -0- $ 0- for theTrust and
Chairman and Trustee 68 other investment companies
in the Fund Complex
Thomas G. Bigley, $ 719.00 $20,688 for the Trust and
Trustee 49 other investment companies
in the Fund Complex
John T. Conroy, Jr., $ 4,757.00 $117,202 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
William J. Copeland, $ 4,757.00 $117,202 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
James E. Dowd, $ 4,757.00 $117,202 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
Lawrence D. Ellis, M.D., $ 4,308.00 $106,460 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
Edward L. Flaherty, Jr., $ 4,757.00 $117,202 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
Glen R. Johnson, $ -0- $ -0- for the Trust and
President and Trustee 8 other investment companies
in the Fund Complex
Peter E. Madden, $ 4,308.00 $90,563 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
Gregor F. Meyer, $ 4,308.00 $106,460 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
John E. Murray, Jr., $ -0- $ -0- for the Trust and
Trustee 65 other investment companies
in the Fund Complex
Wesley W. Posvar, $ 4,308.00 $106,460 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
Marjorie P. Smuts, $ 4,308.00 $106,460 for the Trust and
Trustee 64 other investment companies
in the Fund Complex
*Information is furnished for the fiscal year ended October 31, 1994.
#The aggregate compensation is provided for the Trust which is comprised of 13
portfolios at October 31, 1994.
+The information is provided for the last calendar year.
Trustee Liability
The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
Investment Advisory Services
Investment Adviser
The Fund's investment adviser is Federated Management. It is a subsidiary of
Federated Investors. All the voting securities of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife and his
son, J. Christopher Donahue.
The adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or
sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Trust.
Advisory Fees
For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended
October 31, 1994, 1993, and 1992, the adviser earned $1,617,472, $1,740,351,
and $1,718,171, respectively, of which $53,564, $415,874, and $415,265,
respectively, was voluntarily waived.
State Expense Limitations
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Fund's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses)
exceed 2-1/2% per year of the first $30 million of average net assets,
2% per year of the next $70 million of average net assets, and 1-1/2%
per year of the remaining average net assets, the adviser will reimburse
the Fund for its expenses over the limitation.
If the Fund's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be reimbursed by the adviser will
be limited, in any single fiscal year, by the amount of the investment
advisory fees.
This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.
Fund Administration
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the Fund's
Administrator. (For purposes of this Statement of Additional Information,
Federated Administrative Services and Federated Administrative Services, Inc.
may hereinafter collectively be referred to as the "Administrators".) For the
fiscal year ended October 31, 1994, the Administrators collectively earned
$274,571. For the fiscal years ended October 31, 1993 and 1992, Federated
Administrative Services, Inc. earned $338,801 and $293,498.
Dr. Henry J. Gailliot, an officer of Federated Management, the adviser to the
Fund, holds approximately 20% of the outstanding common stock and serves as a
director of Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services.
Transfer Agent and Dividend Disbursing Agent
Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee paid to the transfer agent is based upon the
size, type and number of accounts and transactions made by shareholders.
Federated Services Company also maintains the Fund's accounting records. The
fee paid for this service is based upon the level of the Fund's average net
assets for the period plus out-of-pocket expenses.
Distribution and Shareholder Services
With respect to Cash Series Shares, the Fund had adopted a Distribution Plan
pursuant to Rule 12b-1 which was promulgated by the Securities and Exchange
Commission pursuant to the Investment Company Act of 1940. Additionally, the
Fund has a Shareholder Services Agreement with respect to Institutional
Shares, Cash Series Shares, and Institutional Service Shares.
These arrangements permit the payment of fees to financial institutions to
stimulate distribution activities and services to shareholders provided by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities,
and various clerical, supervisory, computer, and other personnel as necessary
or beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and
assisting clients in changing dividend options, account designations, and
addresses.
By adopting the Distribution Plan, the Board of Trustees expects that the Fund
will be able to achieve a more predictable flow of cash for investment
purposes and to meet redemptions. This will facilitate more efficient
portfolio management and assist the Fund in pursuing its investment objective.
By identifying potential investors whose needs are served by the Fund's
objective, and properly servicing these accounts, it may be possible to curb
sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending October 31, 1994, payments in the amount of
$86,023 were made pursuant to the Distribution Plan, of which $33,738 was
waived. In addition, for this period, payments in the amount of $33,738 were
made pursuant to the Shareholder Services Plan on behalf of Cash Series
Shares.
Custodian and Portfolio Recordkeeper. State Street Bank and Trust Company,
Boston, MA, is custodian for the securities and cash of the Fund. It also
provides certain accounting and recordkeeping services with respect to the
Fund's portfolio investments.
Transfer Agent. As transfer agent, Federated Services Company, Boston, MA,
maintains all necessary shareholder records. For its services, the transfer
agent receives a fee based on size, type and number of accounts and
transactions made by shareholders.
Determining Net Asset Value
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 average portfolio maturity) to
minimize any material dilution or other unfair results arising from
differences between the two methods of determining net asset value.
Redemption in Kind
The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within
a 90-day period. Any redemption beyond this amount will also be in cash
unless the Trustees determine that further payments should be in kind. In
such cases, the Fund will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable. Redemption in kind is not
as liquid as a cash redemption. If redemption is made in kind, shareholders
who sell these securities could receive less than the redemption value and
could incur certain transaction costs.
The Fund's Tax Status
To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other requirements: derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its net
income earned during the year.
Performance Information
Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers charge
fees in connection with services provided in conjunction with an investment in
shares of the Fund, the performance will be reduced for those shareholders
paying those fees.
Yield
The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding
capital changes but including the value of any additional shares purchased
with dividends earned from the original one share and all dividends declared
on the original and any purchased shares; dividing the net change in the
account's value by the value of the account at the beginning of the base
period to determine the base period return; and multiplying the base period
return by 365/7.
For the seven-day period ended October 31, 1994, the yields for Cash Series
Shares and Institutional Service Shares were 2.47% and 2.87%, respectively.
Effective Yield
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.
For the seven-day period ended October 31, 1994, the effective yields for Cash
Series Shares and Institutional Service Shares were 2.50% and 2.91%,
respectively.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated similarly to the yield but
is adjusted to reflect the taxable yield that the Fund would have had to earn
to equal its actual yield, assuming a 39.6% tax rate (the maximum effective
federal rate for individuals) and assuming that income is 100% exempt.
For the seven-day period ended October 31, 1994, the tax-equivalent yields for
Cash Series Shares and Institutional Service Shares were 4.34% and 5.05%,
respectively.
Tax-Equivalency Table
A tax-equivalency table may be used in advertising and sales literature. The
interest earned by the municipal securities in the Fund's portfolio generally
remains free from federal regular income tax,* and is often free from state
and local taxes as well. As the table below indicates, a "tax-free"
investment can be an attractive choice for investors, particularly in times of
narrow spreads between tax-free and taxable yields.
TAXABLE YIELD EQUIVALENT FOR 1995
COMMONWEALTH OF PENNSYLVANIA
COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
17.80% 30.80% 33.80% 38.80% 42.40%
JOINT $1- $39,001- $94,251- $143,601- OVER
RETURN 39,000 94,250 143,600 256,500 256,500
SINGLE $1- $23,351- $56,550- $117,951- OVER
RETURN 23,350 56,550 117,950 256,500 $256,500
TAX-EXEMPT
YIELD TAXABLE YIELD EQUIVALENT
1.50% 1.82% 2.17% 2.27% 2.45% 2.60%
2.00% 2.43% 2.89% 3.02% 3.27% 3.47%
2.50% 3.04% 3.61% 3.78% 4.08% 4.34%
3.00% 3.65% 4.34% 4.53% 4.90% 5.21%
3.50% 4.26% 5.06% 5.29% 5.72% 6.08%
4.00% 4.87% 5.78% 6.04% 6.54% 6.94%
4.50% 5.47% 6.50% 6.80% 7.35% 7.81%
5.00% 6.08% 7.23% 7.55% 8.17% 8.68%
5.50% 6.69% 7.95% 8.31% 8.99% 9.55%
6.00% 7.30% 8.67% 9.06% 9.80% 10.42%
NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN
CALCULATING THE TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE
AND LOCAL TAXES PAID ON COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO
INCREASE FEDERAL DEDUCTIONS.
The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.
*Some portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local taxes.
Total Return
Average annual total return 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 net
asset value per share at the end of the period. The number of shares owned at
the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment of all dividends and
distributions.
Performance Comparisons
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index
used, prevailing market conditions, portfolio compositions of other funds, and
methods used to value portfolio securities and compute offering price. The
financial publications and/or indices which the Fund uses in advertising may
include:
- Lipper Analytical Services, Inc., ranks funds in various fund categories
based on total return, which assumes the reinvestment of all income
dividends and capital gains distributions, if any.
- 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.
About Federated Investors
Federated is dedicated to meeting investor needs which is reflected in its
investment decision making-- structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds
with approximately $6.6 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.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and
high yield corporate bond management while William D. Dawson, Executive
Vice President, oversees Federated's domestic fixed income management.
Henry A. Frantzen, Executive Vice President, oversees the management of
Federated's international portfolios.
Mutual Fund Market
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
Institutional
Federated meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for
a variety of applications, 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 advisors. The marketing effort to these institutional clients
is headed by John B. Fisher, President, Institutional Sales Division.
*source: Investment Company Institute
Trust Organizations
Other institutional clients include close relationships with more than
1,500 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 Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
Broker/dealers and bank broker/dealer subsidiaries
Federated mutual funds are available to consumers through major brokerage
firms nationwide--including 200 New York Stock Exchange firms--supported by
more wholesalers than any other mutual fund distributor. The marketing
effort to these firms is headed by James F. Getz, President, Broker/Dealer
Division.
314229881
314229204
314229717
9101005B (7/95)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements: (1, 2ab-13, Filed in Part A).
(b) Exhibits:
(1) Copy of Declaration of Trust of the Registrant
(1);
(i) Conformed copy of Amendment No. 4, dated
September 1, 1989, to the Declaration of
Trust (7);
(ii) Copy of Amendment No. 10, dated November
18, 1992, to the Declaration of Trust
(12);
(iii) Conformed copy of Amendment No. 12, dated
Nov. 22, 1993, to the Declaration of Trust
(17);
(iv) Conformed copy of Amendment No. 13, dated
February 24, 1994, to the Declaration of
Trust (17);
(v) Conformed copy of Amendment No. 14, dated
August 25, 1994 (20);
(2) Copy of By-Laws of the Registrant (7);
(3) Not applicable;
(4) (i) Copy of Specimen Certificates for Shares
of Beneficial Interest of Alabama Municipal Cash
Trust, Minnesota Municipal Cash Trust (Cash
Series Shares and Institutional Shares),
Pennsylvania Municipal Cash Trust (Cash Series
Shares and Institutional Service Shares),
Virginia Municipal Cash Trust (Institutional
Service Shares and Institutional Shares), North
Carolina Municipal Cash Trust, Ohio Municipal
Cash Trust (Cash II Shares and Institutional
Shares), Massachusetts Municipal Cash Trust
(Institutional Service Shares and BayFunds
Shares), and New Jersey Municipal Cash Trust
(Institutional Shares and Institutional Service
Shares) (16);
______________________
1. Response is incorporated by reference to Registrant's
Initial Registration Statement on Form N-1A filed on September 29,
1989 (File Nos. 33-31259 and 811-5911).
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
12. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 14 on Form N-1A filed on December 23, 1992
(File Nos. 33-31251 and 811-5911).
17. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 22 on Form N-1A filed on March 2, 1994 (File
Nos. 33-31251 and 811-5911).
20. Response is incorporated by reference to Registrant's
PostEffective Amendment No. 30 on Form N-1A filed on
September 19, 1994 (File Nos. 33-31251 and 811-5911)
(ii) Copy of Specimen Certificate for Maryland
Municipal Cash Trust (17);
(iii) Copy of Specimen Certificate for Florida
Municipal Cash Trust (20)
(iv) Copy of Specimen Certificate for Michigan
Municipal Cash Trust (24);
(v) Copy of Specimen Certificate for
Pennsylvania Municipal Cash Trust-
Institutional Shares (25);
(vi) Copy of Speciment Certificate for Georgia
Municipal Cash Trust (26);
(5) Copy of Investment Advisory Contract of the
Registrant (7);
(i) Conformed copy of Exhibit G to Investment
Advisory Contract for Virginia Municipal
Cash Trust (18);
(ii) Conformed copy of Exhibit H
to Investment Advisory Contract for
Alabama Municipal Cash Trust (19);
(iii) Conformed copy of Exhibit I
to Investment Advisory Contract for North
Carolina Municipal Cash Trust (19);
(iv) Conformed copy of Exhibit J
to Investment Advisory Contract for
Maryland Municipal Cash Trust (19);
(v) Conformed copy of Exhibit K
to Investment Advisory Contract for New
York Municipal Cash Trust; (22)
(vi) Conformed copy of Exhibit L
to Investment Advisory Contract for
California Municipal Cash Trust; (22)
______________________
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
12. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 14 on Form N-1A filed on December 23, 1992
(File Nos. 33-31251 and 811-5911).
16. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 21 on Form N-1A filed on December 29, 1993
(File Nos. 33-31251 and 811-5911).
17. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 22 on Form N-1A filed on March 2, 1994 (File
Nos. 33-31251 and 811-5911).
20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed on September 19, 1994 (File Nos.
33-31251 and 811-5911).
24. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed on April 13, 1995 (File Nos. 33-
31251 and 811-5911).
25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed on May 19, 1995 (File Nos. 33-
31251 and 811-5911)
26. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 36 on Form N-1A
filed on May 31, 1995 (File Nos. 33-31251
and 811-5911). .
(vii) Conformed copy of Exhibit M
to the Investment Advisory Contract for
Florida Municipal Cash Trust; (22)
(viii) Conformed copy of Exhibit O
to the Investment Advisory Contract for
Michigan Municipal Cash Trust; +
(ix) Conformed copy of Exhibit N
to the Investment Advisory Contract for
Georgia Municipal Cash Trust; +
(6) Copy of Distributor's Contract
of the
Registrant(7);
(i) Conformed copy of Exhibit M
to Distributor's Contract; (22)
(ii) Conformed copy of Exhibit N
to the Distributor's Contract for Virginia
Municipal Cash Trust (19);
(iii) Conformed copy of Exhibit O
to the Distributor's Contract for Alabama
Municipal Cash Trust (19);
(iv) Conformed copy of Exhibit P
to the Distributor's Contract for North
Carolina Municipal Cash Trust (19);
(v) Conformed copy of Exhibit Q
to the Distributor's Contract for Maryland
Municipal Cash Trust (19);
(vi) Conformed copy of Exhibit R
to the Distributor's Contract for New York
Municipal Cash Trust, Cash II Shares (21);
(vii) Conformed copy of Exhibit S
to the Distributor's Contract for New York
Municipal Cash Trust, Institutional
Service Shares (21);
(viii) Conformed copy of Exhibit T
to the Distributor's Contract for
California Municipal Cash Trust (21);
(ix) Conformed copy of Exhibit U
to the Distributor's Contract for Florida
Municipal Cash Trust; (22)
+ All exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
19. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 28 on Form N-1A filed on June 28, 1994
(File Nos. 33-31259 and 811-5911).
22. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 32 on Form N-1A filed on December 28, 1994
(File Nos. 33-31259 and 811-5911).
(x) Conformed copy of Exhibit W
to the Distributor's Contract for Michigan
Municipal Cash Trust; +
(xi) Conformed copy of Exhibit X
to the Distributor's Contract for
Pennsylvania Municipal Cash Trust-
Institutional Shares; +
(xii) Conformed copy of Exhibit V
to the Distributor's Contract for Georgia
Municipal Cash Trust; +
(xiii) Conformed copy of specimen Mutual Funds
Sales and Service Agreeement; +
(xiv) Conformed copy of specimen
Mutual Funds Service Agreement; +
(xv) Conformed copy of specimen
Plan Trustee/Mutual Funds Service
Agreement; +
(7) Not applicable;
(8) (i) Conformed copy of Custodian Agreement of
the Registrant (22);
(ii) Copy of Exhibit 1 to the Custodian
Agreenment; +
(9) (i) Conformed copy of Agreement for Fund
Accounting, Shareholder Recordkeeeping,
and Custody Services Procurement; +
(ii) Conformed copy of Sub-Transfer Agency
Agreement of the Registrant (Massachusetts
Municipal Cash Trust--BayFunds Shares
only)(15);
(iii) Conformed copy of Shareholder Services
Agreement of the Registrant (Massachusetts
Municipal Cash Trust--BayFunds Shares
only) (15);
(iv) Conformed copy of
Shareholder Services Agreement of the
Registrant; (22)
(v) The response and exhibits described in
Item 24(b)(6) are hereby incorporated by
reference;
+ All exhibits have been filed electronically.
15. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 18 on Form N-1A filed on October 1, 1993
(File Nos. 33-31259 and 811-5911).
19. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 28 on Form N-1A filed on June 28, 1994
(File Nos. 33-31259 and 811-5911).
21. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 31 on Form N-1A filed on October 24, 1994
(File Nos. 33-31259 and 811-5911).
22. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 32 on Form N-1A filed on December 28, 1994
(File Nos. 33-31259 and 811-5911).
(vi) Conformed copy of Administrative Services
Agreement of the Registrant; (22)
(10) (i) Copy of Opinion and Consent of Counsel as
to the legality of shares for Minnesota
Municipal Cash Trust (5);
(ii) Copy of Opinion and Consent of Counsel as
to the legality of shares for New Jersey
Municipal Cash Trust (7);
(11) Not applicable;
(12) Not applicable;
(13) Copy of Initial Capital Understanding (2);
(14) Not applicable.
(15) (i) Copy of Rule 12b-1 Plan of the Registrant
(7); Additional Exhibits to the Rule 12b-1
Plan have been executed to reflect the
coverage of subsequently created
portfolios and/or classes under these
documents. Because these exhibits are
substantially identical but differ only as
to the Fund name, dates, and any other
Fund - specific information, pursuant to
Rule 8b-31 of the Investment Company Act
they need not be filed.
_________________________
+ All exhibits have been filed electronically.
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed on October 31, 1989
(File Nos. 33-31259 and 811-5911).
5. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed August 3, 1990 (File
Nos. 33-31259 and 811-5911).
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
18. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 26 on Form N-1A filed on June 1, 1994
(File Nos. 33-31259 and 811-5911).
19. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 28 on Form N-1A filed on June 28, 1994
(File Nos. 33-31259 and 811-5911).
22. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 32 on Form N-1A filed on December 28, 1994
(File Nos. 33-31259 and 811-5911).
(ii) Conformed copy of Exhibit H to 12b-1 Plan
for New York Municipal Cash Trust, Cash II
Shares (21);
(iii) Conformed copy of Exhibit I to 12b-1 Plan
for New York Municipal Cash Trust,
Institutional Service Shares (21);
(iv) Conformed copy of Exhibit J to 12b-1 Plan
for Florida Municipal Cash Trust; (22)
(v) The response and exhibits described in
Item 24 (b) (6) are hereby incorporated by
reference;
(16) Schedules for Computation of Performance Data;
(i) New Jersey Municipal Cash Trust
(Institutional Shares and Institutional
Service Shares) (23);
(ii) Ohio Municipal Cash Trust (23);
(iii) Virginia Municipal Cash Trust
(Institutional Share and Institutional
Service Shares) (16);
(iv) Alabama Municipal Cash Trust (18);
(v) North Carolina Municipal Cash Trust (18);
(vi) Maryland Municipal Cash Trust (21);
(vii) Florida Municipal Cash Trust (23);
(17) Copy of Financial Data Schedules; +
(18) Not Applicable;
(19) Conformed copy of Power of Attorney; +
_________________________
+ All exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
16. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 21 on Form N-1A filed on December 29, 1993
(File Nos. 33-31259 and 811-5911).
18. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 26 on Form N-1A filed on June 1, 1994
(File Nos. 33-31259 and 811-5911).
21. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 31 on Form N-1A filed on October 24, 1994
(File Nos. 33-31259 and 811-5911).
21. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 31 on Form N-1A filed on October 24, 1994
(File Nos. 33-31259 and 811-5911).
22. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 32 on Form N-1A filed on December 28, 1994
(File Nos. 33-31259 and 811-5911).
23. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 33 on Form N-1A filed on February 13, 1995
(File Nos. 33-31259 and 811-5911).
24. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 34 on Form N-1A filed on April 13, 1995
(File Nos. 33-31259 and 811-5911).
Item 25. Persons Controlled by or Under Common Control with
Registrant:
None
Item 26. Number of Holders of Securities:
Number of Record
Holders as of
Title of Class July 3, 1995
Shares of beneficial
interest (no par value)
Alabama Municipal Cash Trust 432
California Municipal Cash Trust 1,026
Connecticut Municipal Cash Trust
Institutional Service Shares 1,317
Florida Municipal Cash Trust 203
Maryland Municipal Cash Trust 348
Massachusetts Municipal Cash Trust
Institutional Service Shares 380
BayFunds Shares 5
Minnesota Municipal Cash Trust
Cash Series Shares 5,347
Institutional Shares 71
New Jersey Municipal Cash Trust
Institutional Service Shares 213
Institutional Shares 44
New York Municipal Cash Trust
Cash II Shares 146
Institutional Service Shares 330
North Carolina Municipal Cash Trust 509
Ohio Municipal Cash Trust
Cash II Shares 215
Institutional Shares 68
Pennsylvania Municipal Cash Trust
Cash Series Shares 813
Institutional Service Shares 521
Virginia Municipal Cash Trust
Institutional Shares 32
Institutional Service Shares 913
Item 27. Indemnification: (3.)
____________________________
3. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 1 on Form N-1A filed on March 22, 1990
(File Nos. 33-31259 and 811-5911).
Item 28. Business and Other Connections of Investment Adviser:
For a description of the other business of the investment
adviser, see the section entitled "Trust Information -
Management of the Trust" in Part A. The affiliations with
the Registrant of four of the Trustees and one of the
Officers of the investment adviser are included in Part B of
this Registration Statement under "Federated Municipal Trust
Management - Officers and Trustees." The remaining Trustee
of the investment adviser, his position with the investment
adviser, and, in parentheses, his principal occupation is:
Mark D. Olson (Partner, Wilson, Halbrook & Bayard), 107 W.
Market Street, Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are:
William D. Dawson, J. Thomas Madden, Mark L. Mallon,
Executive Vice Presidents; Henry J. Gailliot, Senior Vice
President-Economist; Peter R. Anderson, and J. Alan Minteer,
Senior Vice Presidents; J. Scott Albrecht, Randall A. Bauer,
David A. Briggs, Jonathan C. Conley, Deborah A. Cunningham,
Michael P. Donnelly, Mark E. Durbiano, Kathleen M. Foody-
Malus, Thomas M. Franks, Edward C. Gonzales, Jeff A.
Kozemchak, Marian R. Marinack, John W. McGonigle, Susan M.
Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L.
Plautz, Jr., Charles A. Ritter, James D. Roberge, Sandra L.
Weber, and Christopher H. Wiles, Vice Presidents; Edward C.
Gonzales, Treasurer; and John W. McGonigle, Secretary. The
business address of each of the Officers of the investment
adviser is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. These individuals are also
officers of a majority of the investment advisers to the
Funds listed in Part B of this Registration Statement.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of
the Registrant, also acts as principal underwriter for the
following open-end investment companies: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
Automated Government Money Trust; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; California Municipal
Cash Trust; Cash Trust Series, Inc.; Cash Trust Series II;
DG Investor Series; Edward D. Jones & Co. Daily Passport
Cash Trust; Federated ARMs Fund; Federated Exchange Fund,
Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Institutional Trust;
Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated Short-
Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free
Trust; Federated U.S. Government Bond Fund; First Priority
Funds; First Union Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund,
Inc.; Fountain Square Funds; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High
Yield Cash Trust; Independence One Mutual Funds; Insight
Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series Inc.;
Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Utility Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; Marshall
Funds, Inc.; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; The Monitor Funds;
Municipal Securities Income Trust; Newpoint Funds; New York
Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds;
Short-Term Municipal Trust; SouthTrust Vulcan Funds; Star
Funds; The Starburst Funds; The Starburst Funds II; Stock
and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Tower Mutual Funds;
Trademark Funds; Trust for Financial Institutions; Trust for
Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations;
Vision Fiduciary Funds, Inc.; Vision Group of Funds, Inc.;
The Virtus Funds; and World Investment Series, Inc.
Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment company:
Liberty Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Executive Vice
Federated Investors Tower President, and Treasurer, President
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Executive Vice
Federated Investors Tower President, and Assistant President and
Pittsburgh, PA 15222-3779 Secretary, Federated Secretary
Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph L. Epstein Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Stephen A. LaVersa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
John C. Shelar, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and Portfolio
Recordkeeper")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Federated Management Federated Investors Tower
("Adviser") Pittsburgh, PA 15222-3779
State Street Bank and Trust Company P.O. Box 8600
("Custodian") Boston, MA 02266-8600
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to comply with the provisions
of Section 16(c) of the 1940 Act with respect to the removal
of Trustees and the calling of special shareholder meetings
by shareholders.
Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered a copy of the Registrant's latest
annual report to shareholders, upon request and without
charge.
Registrant hereby undertakes to file a post-effective
amendment on behalf of Michigan Municipal Cash Trust, using
financial statements for Michigan Municipal Cash Trust,
which need not be certified, within four to six months from
the effective date of Post-Effective Amendment No. 34.
Registrant hereby undertakes to file a post-effective
amendment on behalf of Georgia Municipal Cash Trust, using
financial statements for Georgia Municipal Cash Trust, which
need not be certified, within four to six months from the
effective date of this Post-Effective Amendment No. 36.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL
TRUST has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the
City of Pittsburgh and Commonwealth of Pennsylvania, on the 18th day of
July, 1995.
FEDERATED MUNICIPAL TRUST
BY: /s/ Leslie Platt
Leslie Platt, Assistant Secretary
Attorney in Fact for John F. Donahue
July 18 1995
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/Leslie Platt
Leslie Platt Attorney In Fact July 18, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
Edward C. Gonzales* Executive Vice President
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
David M. Taylor* Treasurer (Principal
Financial and Accounting
Officer)
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 5(viii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT O
to the
Investment Advisory Contract
Michigan Municipal Cash Trust
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to .50 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon the average daily net assets of
the Fund shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of June, 1995.
Attest: FEDERATED MANAGEMENT
/s/ John w. McGonigle By:/s/ William D. Dawson, III
John W. McGonigle William D. Dawson, III
Secretary Executive Vice President
Attest:FEDERATED MUNICIPAL TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
S. Elliott Cohan J. Christopher Donahue
Assistant Secretary Vice President
Exhibit 5(ix) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT N
to the
Investment Advisory Contract
Georgia Municipal Cash Trust
For all services rendered by Adviser hereunder, the above-named
Fund of the Trust shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual
investment advisory fee equal to .50 of 1% of the average daily net
assets of the Fund.
The portion of the fee based upon the average daily net assets of
the Fund shall be accrued daily at the rate of 1/365th of .50 of 1%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 1st day of June, 1995.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By:/s/ William D. Dawson, III
John W. McGonigle William D. Dawson, III
Secretary Executive Vice President
Attest: FEDERATED MUNICIPAL TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
S. Elliott Cohan J. Christopher Donahue
Assistant Secretary Vice President
Exhibit 6(x) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit W
to the
Distributor's Contract
FEDERATED MUNICIPAL TRUST
Michigan Municipal Cash Trust
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 31st day of August, 1990, between
Federated Municipal Trust and Federated Securities Corp. with respect to
Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized
to select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders. In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following functions: 1) account openings: the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number;
4) enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25% of the average aggregate net asset value of the
Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate proration
of any fee payable on the basis of the number of days that the Agreement
is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein. FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 31, 1990 between Federated Municipal
Trust and Federated Securities Corp., Federated Municipal Trust executes
and delivers this Exhibit on behalf of the Funds, and with respect to
the separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1995.
ATTEST: FEDERATED MUNICIPAL TRUST
/s/ John W. McGonigle By: /s/ Glen R. Johnson
John W. McGonigle Glen R. Johnson
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Edward C. Gonzales
S. Elliott Cohan Edward C. Gonzales
Secretary Executive Vice President
(SEAL)
Exhibit 6(xi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit X
to the
Distributor's Contract
FEDERATED MUNICIPAL TRUST
Pennsylvania Municipal Cash Trust
Institutional Shares
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 31st day of August, 1990, between
Federated Municipal Trust and Federated Securities Corp. with respect to
Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized
to select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders. In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following functions: 1) account openings: the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number;
4) enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25% of the average aggregate net asset value of the
Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate proration
of any fee payable on the basis of the number of days that the Agreement
is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein. FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 31, 1990 between Federated Municipal
Trust and Federated Securities Corp., Federated Municipal Trust executes
and delivers this Exhibit on behalf of the Funds, and with respect to
the separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1995.
ATTEST: FEDERATED MUNICIPAL TRUST
/s/ John W. McGonigle By: /s/ Glen R. Johnson
John W. McGonigle Glen R. Johnson
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Edward C. Gonzales
S. Elliott Cohan Edward C. Gonzales
Secretary Executive Vice President
(SEAL)
Exhibit 6(xii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit V
to the
Distributor's Contract
FEDERATED MUNICIPAL TRUST
Georgia Municipal Cash Trust
The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 31st day of August, 1990, between
Federated Municipal Trust and Federated Securities Corp. with respect to
Classes of the Funds set forth above.
1. The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Portfolio ("Shares"). Pursuant to this appointment, FSC is authorized
to select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders. In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.
2. Administrative support services may include, but are not
limited to, the following functions: 1) account openings: the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings: the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number;
4) enter redemption transactions: Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting: Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports: Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the
Broker or Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services: the Broker or Administrator continuously provides information
about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25% of the average aggregate net asset value of the
Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate proration
of any fee payable on the basis of the number of days that the Agreement
is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.
5. FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein. FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated August 31, 1990 between Federated Municipal
Trust and Federated Securities Corp., Federated Municipal Trust executes
and delivers this Exhibit on behalf of the Funds, and with respect to
the separate Classes of Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of June, 1995.
ATTEST: FEDERATED MUNICIPAL TRUST
/s/ John W. McGonigle By: /s/ Glen R. Johnson
John W. McGonigle Glen R. Johnson
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By:/s/ Edward C. Gonzales
S. Elliott Cohan Edward C. Gonzales
Secretary Executive Vice President
(SEAL)
Exhibit 6(xiii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
MUTUAL FUNDS
SALES AND SERVICE
AGREEMENT
This Agreement is entered into among the financial institution
executing this Agreement ("Financial Institution"), Federated Securities
Corp. ("FSC"), and Federated Shareholder Services ("FSS"), with respect
to those investment companies listed in Exhibit A hereto (referred to
individually as the "Fund" and collectively as the "Funds") for whose
shares of beneficial interest or capital stock ("Shares") FSC serves as
Distributor and for whom FSS provides or coordinates shareholder
services.
A. Financial Institution.
1. Status of Financial Institution as "Bank" or Registered Broker-
Dealer.
Financial Institution represents and warrants to FSC and FSS:
(a)(i) that it is a broker or dealer as defined in Section
3(a)(4) or 3(a)(5) of the Securities Exchange Act of 1934
("Exchange Act"); that it is registered with the Securities
and Exchange Commission pursuant to Section 15 of the
Exchange Act; that it is a member of the National
Association of Securities Dealers, Inc.; that its customers'
accounts are insured by the Securities Investors Protection
Corporation ("SIPC"); and that, during the term of this
Agreement, it will abide by all of the rules and regulations
of the NASD including, without limitation, the NASD Rules of
Fair Practice. Financial Institution agrees to notify FSC
immediately in the event of (1) the termination of its
coverage by the SIPC; (2) its expulsion or suspension from
the NASD, or (3) its being found to have violated any
applicable federal or state law, rule or regulation arising
out of its activities as a broker-dealer or in connection
with this Agreement, or which may otherwise affect in any
material way its ability to act in accordance with the terms
of this Agreement. Financial Institution's expulsion from
the NASD will automatically terminate this Agreement
immediately without notice. Suspension of Financial
Institution from the NASD for violation of any applicable
federal or state law, rule or regulation will terminate this
Agreement effective immediately upon FSC's written notice of
termination to Financial Institution; or
(a)(ii) that it is a "bank," as that term is defined in
Section 3(a)(6) of the Exchange Act and that, during the
term of this Agreement, it will abide by the rules and
regulations of those state and federal banking authorities
with appropriate jurisdiction over the Financial
Institution, especially those regulations dealing with the
activities of the Institution as described under this
Agreement. Financial Institution agrees to notify FSC or
FSS immediately of any action by or communication from state
or federal banking authorities, state securities
authorities, the Securities and Exchange Commission, or any
other party which may affect its status as a bank, or which
may otherwise affect in any material way its ability to act
in accordance with the terms of this Agreement. Any action
or decision of any of the foregoing regulatory authorities
or any court of appropriate jurisdiction which affects
Financial Institution's ability to act in accordance with
the terms of this agreement, including the loss of its
exemption from registration as a broker or dealer, will
terminate this Agreement effective upon FSC's written notice
of termination to Financial Institution; and
(b) that Financial Institution is registered with the
appropriate securities authorities in all states in which
its activities make such registration necessary.
2. Financial Institution Acts as Agent for its Customers.
The parties agree that in each transaction in the Shares of any
Fund and with regard to any services rendered pursuant to this
Agreement: (a) Financial Institution is acting as agent for the
customer; (b) each transaction is initiated solely upon the order of the
customer; (c) as between Financial Institution and its customer, the
customer will have full beneficial ownership of all Shares of the Funds;
(d) each transaction shall be for the account of the customer and not
for Financial Institution's account; and (e) each transaction shall be
without recourse to Financial Institution provided that Financial
Institution acts in accordance with the terms of this Agreement.
Financial Institution shall not have any authority in any transaction to
act as FSC's agent or as agent for the Funds.
B. Sales of Fund Shares.
3. Execution of Orders for Purchase and Redemption of Shares.
(a) All orders for the purchase of any Shares shall be executed at
the then-current public offering price per share (i.e., the net asset
value per share plus the applicable initial sales load, if any) and
all orders for the redemption of any Shares shall be executed at the
net asset value per share, in each case as described in the
prospectus of the Fund. Any applicable redemption fee or deferred
sales charge will be deducted by the Fund prior to the transmission
of the redemption proceeds to Financial Institution or its customer.
FSC and the Funds reserve the right to reject any purchase request in
their sole discretion . If required by law, each transaction shall
be confirmed in writing on a fully disclosed basis and, if confirmed
by FSC, a copy of each confirmation shall be sent simultaneously to
Financial Institution if Financial Institution so requests.
(b) The procedures relating to all orders will be subject to the
terms of the prospectus of each Fund and FSC's written instructions
to Financial Institution from time to time.
(c) Payments for Shares shall be made as specified in the applicable
Fund prospectus. If payment for any purchase order is not received
in accordance with the terms of the applicable Fund prospectus, FSC
reserves the right, without notice, to cancel the sale and to hold
Financial Institution responsible for any loss sustained as a result
thereof.
4. Initial Sales Loads Payable to Financial Institution.
(a) On each order accepted by FSC, in exchange for the performance of
sales and/or distribution services, Financial Institution will be
entitled to receive the applicable percentage of the initial sales
load, if any, as established by FSC from the amount paid by Financial
Institution's customer . The initial sales loads for any Fund shall
be those set forth in its prospectus. The portion of the initial
sales load payable to Financial Institution may be changed at any
time at FSC's sole discretion upon written notice to Financial
Institution.
(b) Transactions may be settled by Financial Institution: (1) by
payment of the full purchase price less an amount equal to Financial
Institution's applicable percentage of the initial sales load, or (2)
by payment of the full purchase price, in which case Financial
Institution shall receive, not less frequently than monthly, the
aggregate fees due it on orders received and settled.
(c) It shall be the obligation of the Financial Institution either:
(i) to provide FSC with all necessary information regarding the
application of the appropriate initial sales load to each
transaction, or (ii) to assess the appropriate initial sales load for
each transaction and to forward the public offering price, net of the
amount of the initial sales load to be reallocated to the Financial
Institution, to the appropriate Fund. Neither the Fund nor FSC shall
have any responsibility to correct the payment or assessment of an
incorrect initial sales load due to the failure of the Financial
Institution to fulfill the foregoing obligation.
5. Advance Commissions Payable to Financial Institution.
Upon the purchase of certain Shares, as described in the
applicable prospectuses, FSC will pay Financial Institution an advance
commission as set forth on Exhibit A (or, if more recently published,
the Fund's current prospectus). This amount is not to be considered an
initial sales load and should not be deducted from the public offering
price of the Shares which shall be forwarded to the Fund. Generally, a
contingent deferred sales charge ("CDSC") will be assessed upon the
redemption of Shares with regard to which an advance commission is paid
by FSC; in the event that Financial Institution notifies FSC in writing
that Financial Institution elects to waive such advance commission, and
if the Fund's prospectus permits such a waiver, the CDSC will not be
charged upon the redemption of the relevant Shares. To receive advance
commission from FSC on Shares that are subject to a CDSC, Financial
Institution must open investor accounts with the Fund on a fully-
disclosed basis or be able to account for share ownership periods used
in calculating the CDSC. Furthermore, should the custody (or record
ownership) of the shares of the investor account(s) be transferred
during the applicable CDSC holding period (as described in the Fund
prospectus) to a financial institution which does not maintain investor
accounts on a fully disclosed basis and does not account for share
ownership periods, the Financial Institution agrees to reimburse FSC
prior to such transfer for advance commissions paid to it by FSC.
C. Distribution Services.
6. Agreement to Provide Distribution Services.
(a) With regard to those Funds which pay asset-based sales charges
(pursuant to Distribution Plans adopted under Investment Company Act
Rule 12b-1), as noted on Exhibit A hereto (or, if more recently
published, the Fund's current prospectus), FSC hereby appoints
Financial Institution to render or cause to be rendered distribution
and sales services to the Funds and their shareholders.
(b) The services to be provided under this Paragraph (a) may include,
but are not limited to, the following:
(i) reviewing the activity in Fund accounts;
(ii) providing training and supervision of its personnel;
(iii) maintaining and distributing current copies of
prospectuses and shareholder reports;
(iv) advertising the availability of its services and products;
(v) providing assistance and review in designing materials to send
to customers and potential customers and developing methods of
making such materials accessible to customers and potential
customers; and
(vi) responding to customers' and potential customers' questions
about the Funds.
7. Asset-Based Sales Loads Payable to Financial Institution.
During the term of this Agreement, FSC will pay Financial
Institution asset-based sales charges (also known as "Rule 12b-1 Fees")
for each Fund as set forth in Exhibit A to this Agreement (or, if more
recently published, the Fund's current prospectus). For the payment
period in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of the fee on the basis of the number
of days that this Agreement is in effect during the quarter.
D. Shareholder Services.
8. Agreement to Provide Shareholder and Account Maintenance Services.
With regard to those Funds which pay a Shareholder Services Fee to
Financial Institutions, as noted on Exhibit A hereto (or, if more
recently published, the Fund's current prospectus), Financial
Institution agrees to render or cause to be rendered personal services
to shareholders of the Funds and/or the maintenance of accounts of
shareholders of the Funds ("Shareholder Services"). Financial
Institution agrees to provide Shareholder Services which, in its best
judgment, are necessary or desirable for its customers who are investors
in the Funds. Financial Institution further agrees to provide FSS, upon
request, a written description of the Shareholder Services which
Financial Institution is providing hereunder.
9. Shareholder Service Fees Payable to Financial Institution.
During the term of this Agreement, FSS will pay Financial
Institution Shareholder Service Fees as set forth in Exhibit A to this
Agreement (or, if more recently published, the Fund's current
prospectus). For the payment period in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the
fee on the basis of the number of days that this Agreement is in effect
during the quarter.
E. Supplemental Payments.
10. Supplemental Payments to Financial Institution.
During the term of this Agreement, FSC, FSS, or their affiliates
will make Supplemental Payments to Financial Institution as set forth in
Exhibit A to this Agreement (or, if more recently published, the Fund's
current prospectus) as additional compensation for services described in
Paragraphs 6 or 8, above; such payments will be made from the assets of
FSC, FSS, or their affiliates, and not from assets of the Funds nor from
fees payable under applicable Distribution (Rule 12b-1) Plans or
Shareholder Services Agreement. For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the payments on the basis of the number of days that this
Agreement is in effect during the quarter.
F. Miscellaneous.
11. Delivery of Prospectuses to Customers.
Financial Institution will deliver or cause to be delivered to
each customer, at or prior to the time of any purchase of Shares, a copy
of the current prospectus of the Fund and, upon request by a customer or
shareholder, a copy of the Fund's current Statement of Additional
Information. Financial Institution shall not make any representations
concerning any Shares other than those contained in the prospectus or
Statement of Additional Information of the Fund or in any promotional
materials or sales literature furnished to Financial Institution by FSC
or the Fund.
12. ERISA Assets.
(a) Financial Institution understands that the Department of Labor
views ERISA as prohibiting fiduciaries of discretionary ERISA assets
from receiving administrative service fees or other compensation from
funds in which the fiduciary's discretionary ERISA assets are
invested. To date, the Department of Labor has not issued any
exemptive order or advisory opinion that would exempt fiduciaries
from this interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing
discretionary assets in any fund pursuant to an arrangement where the
fiduciary is to be compensated by the fund for such investment.
Receipt of such compensation could violate ERISA provisions against
fiduciary self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
(b) Financial Institution will not perform or provide any duties
which would cause it to be a fiduciary under Section 4975 of the
Internal Revenue Code, as amended. For purposes of that Section,
Financial Institution understands that any person who exercises any
discretionary authority or discretionary control with respect to any
individual retirement account or its assets, or who renders
investment advice for a fee, or has any authority or responsibility
to do so, or has any discretionary authority or discretionary
responsibility in the administration of such an account, is a
fiduciary.
13. Indemnification.
(a) Financial Institution shall indemnify and hold harmless FSC, FSS,
each Fund, the transfer agents of the Funds, and their respective
subsidiaries, affiliates, officers, directors, agents and employees
from all direct or indirect liabilities, losses or costs (including
attorneys fees) arising from, related to or otherwise connected with:
(1) any breach by Financial Institution of any provision of this
Agreement; or (2) any actions or omissions of FSC, FSS, any Fund, the
transfer agents of the Funds, and their subsidiaries, affiliates,
officers, directors, agents and employees in reliance upon any oral,
written or computer or electronically transmitted instructions
believed to be genuine and to have been given by or on behalf of
Financial Institution.
(b) FSC shall indemnify and hold harmless Financial Institution and
its subsidiaries, affiliates, officers, directors, agents and
employees from and against any and all direct or indirect
liabilities, losses or costs (including attorneys fees) arising from,
related to or otherwise connected with: (1) any breach by FSC of any
provision of this Agreement; or (2) any alleged untrue statement of a
material fact contained in any Fund's Registration Statement or
Prospectus, or as a result of or based upon any alleged omission to
state a material fact required to be stated therein or necessary to
make the statements contained therein not misleading.
(c) FSS shall indemnify and hold harmless Financial Institution and
its subsidiaries, affiliates, officers, directors, agents and
employees from and against any and all direct or indirect
liabilities, losses or costs (including attorneys fees) arising from,
related to or otherwise connected with any breach by FSS of any
provision of this Agreement.
(d) The agreement of the parties in this Paragraph to indemnify each
other is conditioned upon the party entitled to indemnification
(Indemnified Party) giving notice to the party required to provide
indemnification (Indemnifying Party) promptly after the summons or
other first legal process for any claim as to which indemnity may be
sought is served on the Indemnified Party. The Indemnified Party
shall permit the Indemnifying Party to assume the defense of any such
claim or any litigation resulting from it, provided that counsel for
the Indemnifying Party who shall conduct the defense of such claim or
litigation shall be approved by the Indemnified Party (which approval
shall not unreasonably be withheld), and that the Indemnified Party
may participate in such defense at its expense. The failure of the
Indemnified Party to give notice as provided in this subparagraph (c)
shall not relieve the Indemnifying Party from any liability other
than its indemnity obligation under this Paragraph. No Indemnifying
Party, in the defense of any such claim or litigation, shall, without
the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the claimant or plaintiff to the
Indemnified Party of a release from all liability in respect to such
claim or litigation.
(e) The provisions of this Paragraph 13 shall survive the
termination of this Agreement.
14. Customer Names Proprietary to Financial Institution.
(a) The names of Financial Institution's customers are and shall
remain Financial Institution's sole property and shall not be used by
FSC, FSS, or their affiliates for any purpose except the performance
of their respective duties and responsibilities under this Agreement
and except for servicing and informational mailings relating to the
Funds. Notwithstanding the foregoing, this Paragraph 14 shall not
prohibit FSC, FSS, or any of their affiliates from utilizing the
names of Financial Institution's customers for any purpose if the
names are obtained in any manner other than from Financial
Institution pursuant to this Agreement.
(b) Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except
pursuant to any mutually agreed upon promotional programs.
(c) The provisions of this Paragraph 14 shall survive the termination
of this Agreement.
15. Security Against Unauthorized Use of Funds' Recordkeeping Systems.
Financial Institution agrees to provide such security as is
necessary to prevent any unauthorized use of the Funds' recordkeeping
system, accessed via any computer hardware or software provided to
Financial Institution by FSC or FSS.
16. Solicitation of Proxies.
Financial Institution agrees not to solicit or cause to be
solicited directly, or indirectly, at any time in the future, any
proxies from the shareholders of any or all of the Funds in opposition
to proxies solicited by management of the Fund or Funds, unless a court
of competent jurisdiction shall have determined that the conduct of a
majority of the Board of Directors or Trustees of the Fund or Funds
constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard of their duties. This Paragraph 16 will survive the term of
this Agreement.
17. Certification of Customers' Taxpayer Identification Numbers.
Financial Institution agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide FSC, FSS, or their respective designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required
backup withholding.
18. Notices.
Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by
postage prepaid, registered or certified United States first class mail,
return receipt requested, overnight courier services, or by facsimile or
similar electronic means of delivery (with a confirming copy by mail as
provided herein). Unless otherwise notified in writing, all notices to
FSC or FSS shall be given or sent to FSC or FSS at their offices located
at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and
all notices to Financial Institution shall be given or sent to it at its
address shown below.
19. Termination and Amendment.
(a) This Agreement shall become effective in this form as of the date
set forth below or as of the first date thereafter upon which
Financial Institution executes any transaction, performs any service,
or receives any payment pursuant hereto. This Agreement supersedes
any prior sales, distribution, shareholder service, or administrative
service agreements between the parties.
(b) With respect to each Fund, this Agreement shall continue in
effect for one year from the date of its execution, and thereafter
for successive periods of one year if the form of this Agreement is
approved at least annually by the Directors or Trustees of the Fund,
including a majority of the members of the Board of Directors or
Trustees of the Fund who are not interested persons of the Fund and
have no direct or indirect financial interest in the operation of the
Fund's Distribution Plan or in any related documents to such Plan
("Independent Directors or Trustees") cast in person at a meeting
called for that purpose.
(c) This Agreement, including Exhibit A hereto, may be amended by FSC
and/or FSS from time to time by the following procedure. FSC or FSS
will mail a copy of the amendment to Financial Institution's address,
as shown below. If Financial Institution does not object to the
amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. Financial Institution's objection
must be in writing and be received by FSC or FSS within such thirty
days.
(d) Notwithstanding subparagraph 19(b) and in addition to
subparagraph 1(a), this Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Directors or Trustees of the Fund or
by a vote of a majority of the outstanding voting securities of
the Fund as defined in the Investment Company Act of 1940 on not
more than sixty (60) days' written notice to the parties to this
Agreement;
(ii)automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940, upon the
termination of the "Distributor's Contract" between the Fund and
FSC, upon termination of the "Shareholder Services Agreement"
between the Fund and FSS, or upon the termination of the
Distribution Plan to which this Agreement is related; and
(iii) by any party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
(e) The termination of this Agreement with respect to any one Fund
will not cause the Agreement's termination with respect to any other
Fund.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
20. Governing Law.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Pennsylvania.
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ Richard B. Fisher Date: July 1, 1995
Richard B. Fisher, Chairman
FEDERATED SHAREHOLDER SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ John W. McGonigle Date: July 1, 1995
John W. McGonigle, President
_______________________________________
Financial Institution Name
(Please Print or Type)
_______________________________________
Address
_______________________________________
City State Zip Code
By:______________________________
Authorized Signature
_______________________________________
Title
_______________________________________
Print Name or Type Name
Dated:_____________________
Exhibit 6(xiv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
MUTUAL FUNDS SERVICE AGREEMENT
This Agreement is entered into among the financial institution or
service provider executing this Agreement (the "Institution"), Federated
Securities Corp. ("FSC"), and Federated Shareholder Services ("FSS"),
with respect to those investment companies listed in Exhibit A hereto
(referred to individually as the "Fund" and collectively as the "Funds")
for whose shares of beneficial interest or capital stock ("Shares") FSC
serves as Distributor and for whom FSS provides or coordinates
shareholder services.
WHEREAS, the Institution provides agency, investment advisory,
fiduciary, administrative, or other services for its clients, customers,
or affiliates;
WHEREAS, FSS provides shareholder services for the shareholders of
the Funds in part by retaining financial institutions (such as the
Institution) to perform those shareholder services and FSC provides
distribution services for the Funds in part by retaining financial
institutions (such as the Institution) to perform distribution or
support services;
WHEREAS, FSS and FSC have determined that services usually
provided by the Institution are substantially equivalent to shareholder
services and that the compensation of the Institution for those services
could reasonably be expected to contribute to the distribution and sale
of Fund shares to clients, customers, or affiliates of the Institution;
and
WHEREAS, the Institution is willing to provide shareholder
services for shareholders of the Funds or distribution or support
services for the funds as consideration for compensation received from
FSS and FSC;
NOW, THEREFORE, the parties agree as follows:
1. Agreement to Provide Services.
FSS hereby appoints the Institution to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Shareholder
Services"); and FSC hereby appoints the Institution to render or cause
to be rendered (i) distribution and sales services to the Funds and
their shareholders ("Sales Services"), or (ii) services which, in the
opinion of FSC, contribute to the distribution of shares of Funds which
have adopted Distribution Plans pursuant to Rule 12b-1 of the Investment
Company Act of 1940 ("Support Services,"); Provided, however, the
Institution, FSS, and FSC all acknowledge that it is not the intent of
the parties to this Agreement that the Institution be compensated for
distribution-related services in connection with the investment of
assets over which the Institution, acting as a fiduciary, exercises
investment discretion.
Sales Services may include, but are not limited to, (a) selling
and compensating personnel for the sale of Shares; (b) reviewing the
activity in Fund accounts; (c) providing training and supervision of
its personnel; (d) maintaining and distributing current copies of
prospectuses and shareholder reports; (e) advertising the availability
of its services and products; (f) providing assistance and review in
designing materials to send to customers and potential customers and
developing methods of making such materials accessible to customers and
potential customers; and (g) responding to customers' and potential
customers' questions about the Funds. Distribution-related Support
Services may include, but are not limited to, the following functions:
(a) account openings; (b) account closings; (c) enter purchase
transaction; (d) enter redemption transactions; (e) account maintenance;
(f) interest posting; (g) prospectus and shareholder reports; (h)
advertisement of the Institution's services; (i) customer lists; (j)
design services; and (k) consultation services.
The Institution agrees to provide Shareholder Services, Sales
Services, and/or Support Services which, in its best judgment, are
necessary or desirable for its customers who are investors in the Funds.
The Institution further agrees to provide FSS and FSC, upon request, a
written description of the Shareholder Services, Sales Services, and
Support Services which the Institution is providing hereunder.
2. Service Fees Payable to the Institution.
During the term of this Agreement, FSS and FSC will pay the
Institution fees as set forth in a written schedule delivered to the
Institution pursuant to this Agreement. The fee schedule for the
Institution may be changed by FSS or FSC sending a new fee schedule or
written notice to the Institution pursuant to Paragraph 10 of this
Agreement. Payments by FSS for Shareholder Services under this
Agreement may be derived from payments received by FSS from the Funds
under their Shareholder Services Agreement or from FSS's own assets;
payments by FSC for Sales Services or Support Services under this
Agreement may be derived from payments received by FSC from the Funds
under Distribution (Rule 12b-1) Plans or from FSC's own assets. FSS or
FSC may make supplemental payments to the Institution as set forth in
Exhibit A to this Agreement as additional compensation for Shareholder
Services, Sales Services, or Support Services; such supplemental
payments will be made from the assets of FSC, FSS, or their affiliates,
and not from the assets of the Funds nor from payments received by FSC
or FSS under any applicable Distribution (Rule 12b-1) Plan or
Shareholder Service Agreement.
3. Status of the Institution.
The Institution hereby represents and warrants:
(a)(i) that it is a broker or dealer as defined in Section 3(a)(4)
or 3(a)(5) of the Securities Exchange Act of 1934 ("Exchange
Act"); that it is registered with the Securities and Exchange
Commission pursuant to Section 15 of the Exchange Act; that
it is a member of the National Association of Securities
Dealers, Inc.; and that, during the term of this Agreement,
it will abide by all of the rules and regulations of the NASD
including, without limitation, the NASD Rules of Fair
Practice. The Institution agrees to notify FSC immediately
in the event of (1) its expulsion or suspension from the
NASD, or (2) its being found to have violated any applicable
federal or state law, rule or regulation arising out of its
activities as a broker-dealer or in connection with this
Agreement, or which may otherwise affect in any material way
its ability to act in accordance with the terms of this
Agreement. The Institution's expulsion from the NASD will
automatically terminate this Agreement immediately without
notice. Suspension of the Institution from the NASD for
violation of any applicable federal or state law, rule or
regulation will terminate this Agreement effective
immediately upon FSC's written notice of termination to the
Institution; or
(a)(ii)that it is a "bank," as that term is defined in Section
3(a)(6) of the Exchange Act and that, during the term of this
Agreement, it will abide by the rules and regulations of
those state and federal banking authorities with appropriate
jurisdiction over the Institution, especially those
regulations dealing with the activities of the Institution as
described under this Agreement. The Institution agrees to
notify FSC or FSS immediately of any action by or
communication from state or federal banking authorities,
state securities authorities, the Securities and Exchange
Commission, or any other party which may affect its status as
a bank, or which may otherwise affect in any material way its
ability to act in accordance with the terms of this
Agreement. Any action or decision of any of the foregoing
regulatory authorities or any court of appropriate
jurisdiction which affects the Institution's ability to act
in accordance with the terms of this agreement, including the
loss of its exemption from registration as a broker or
dealer, will terminate this Agreement effective upon FSC's
written notice of termination to the Institution; or
(a)(iii) that its activities and business, including the
services which are rendered under this Agreement, do not
require the Institution to register as a broker or a dealer
with the Securities and Exchange Commission. The Institution
agrees to notify FSC or FSS immediately of any action by or
communication from state securities authorities, the
Securities and Exchange Commission, or any other party which
action or communication may in any material way affect its
ability to act in accordance with the terms of this
Agreement. Any action or decision of any of the foregoing
regulatory authorities or any court of appropriate
jurisdiction which affects the Institution's ability to act
in accordance with the terms of this agreement, including the
loss of its exemption from registration as a broker or
dealer, will terminate this Agreement effective upon FSC's
written notice of termination to the Institution; and
(b) that the Institution is registered with the appropriate
securities authorities in all states in which its activities
make such registration necessary.
4. The Institution Acts as Agent for its Customers.
The parties agree that in each transaction in the Shares of any
Fund and with regard to any services rendered pursuant to this
Agreement: (a) the Institution is acting in the capacity of agent or
fiduciary on behalf of the customer; (b) each transaction over which the
Institution does not exercise investment discretion is initiated solely
upon the order of the customer; (c) as between the Institution and its
customer, the customer will have full beneficial ownership of all Shares
of the Funds; (d) each transaction shall be for the account of the
customer and not for the Institution's account; and (e) each transaction
shall be without recourse to the Institution provided that the
Institution acts in accordance with the terms of this Agreement. The
Institution shall not have any authority in any transaction to act as
FSC's agent or as agent for the Funds.
5. Solicitation of Proxies.
Unless such action would cause the Institution to violate its
fiduciary or other similar obligations to its customers, the Institution
agrees not to solicit or cause to be solicited directly, or indirectly
at any time in the future, any proxies from the shareholders of a Fund
in opposition to proxies solicited by management of the Fund, unless a
court of competent jurisdiction shall have determined that the conduct
of a majority of the Board of Trustees or Directors of the Fund
constitutes willful misfeasance, bad faith, gross negligence, or
reckless disregard of their duties. This paragraph 5 will survive the
term of this Agreement.
6. Delivery of Prospectuses to Customers.
In circumstances where the Institution does not have investment
discretion over the customer's account, the Institution will deliver or
cause to be delivered to each customer, at or prior to the time of any
purchase of Shares, a copy of the current prospectus of the Fund and,
upon request by a customer or shareholder, a copy of the Fund's current
Statement of Additional Information. The Institution shall not make any
representations concerning any Shares other than those contained in the
prospectus or Statement of Additional Information of the Fund or in any
promotional materials or sales literature furnished to the Institution
by FSC or the Fund.
7. ERISA and Discretionary Assets.
(a)(i) The Institution understands that the Department of Labor
views ERISA as prohibiting fiduciaries of discretionary ERISA
assets from receiving administrative service fees or other
compensation from funds in which the fiduciary's
discretionary ERISA assets are invested. To date, the
Department of Labor has not issued any exemptive order or
advisory opinion that would exempt fiduciaries from this
interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid
investing discretionary assets in any fund pursuant to an
arrangement where the fiduciary is to be compensated by the
fund for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and
conflict of interest and could subject the fiduciary to
substantial penalties.
(ii) The Institution will not perform or provide any duties which
would cause it to be a fiduciary under Section 4975 of the
Internal Revenue Code, as amended. For purposes of that
Section, the Institution understands that any person who
exercises any discretionary authority or discretionary
control with respect to any individual retirement account or
assets of an employee benefit plan, or who renders investment
advice to such an account or plan for a fee, or has any
authority or responsibility to do so, or has any
discretionary authority or discretionary responsibility in
the administration of such an account or plan, is a
fiduciary.
(b) The Institution understands that the common law of trusts in
several states prohibits fiduciaries from receiving
distribution-related compensation from funds in which the
fiduciary's discretionary trust assets are invested. Without
specific authorization in the underlying trust documents or
applicable statutes, fiduciaries should carefully avoid
investing discretionary trust assets in any fund pursuant to
an arrangement where the fiduciary is to be compensated for
distribution-related services by the fund or FSC with respect
to such investment.
8. Customer Names Proprietary to the Institution.
(a) The names of the Institution's customers are and shall remain the
Institution's sole property and shall not be used by FSC, FSS, or
their affiliates for any purpose except the performance of their
respective duties and responsibilities under this Agreement and
except for servicing and informational mailings relating to the
Funds. Notwithstanding the foregoing, this Paragraph 8 shall not
prohibit FSC, FSS, or any of their affiliates from utilizing the
names of the Institution's customers for any purpose if the names
are obtained in any manner other than from the Institution pursuant
to this Agreement.
(b) Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except
pursuant to any mutually agreed upon promotional programs.
(c) The provisions of this Paragraph 8 shall survive the termination
of this Agreement.
9. Security Against Unauthorized Use of Funds' Recordkeeping Systems.
The Institution agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system,
accessed via any computer hardware or software provided to the
Institution by FSC or FSS.
10. Termination and Amendment.
(a) This Agreement shall become effective in this form as of the date
set forth below or as of the first date thereafter upon which the
Institution executes any transaction, performs any service, or
receives any payment pursuant hereto. This Agreement supersedes any
prior sales, distribution, shareholder service, or administrative
service agreements between the parties.
(b) With respect to each Fund, this Agreement shall continue in
effect for one year from the date of its execution, and thereafter
for successive periods of one year if the form of this Agreement is
approved at least annually by the Directors or Trustees of the Fund,
including a majority of the members of the Board of Directors or
Trustees of the Fund who are not interested persons of the Fund and
have no direct or indirect financial interest in the operation of
the Fund's Distribution Plan or in any related documents to such
Plan ("Independent Directors or Trustees") cast in person at a
meeting called for that purpose.
(c) This Agreement, including Exhibit A hereto, may be amended by FSC
and/or FSS from time to time by the following procedure. FSC or FSS
will mail a copy of the amendment to the Institution's address, as
shown below. If the Institution does not object to the amendment
within thirty (30) days after its receipt, the amendment will become
part of the Agreement. The Institution's objection must be in
writing and be received by FSC or FSS within such thirty days.
(d) Notwithstanding subparagraph 10(b) and in addition to
subparagraph 3(a), this Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote of
a majority of the Independent Directors or Trustees of the Fund
or by a vote of a majority of the outstanding voting securities
of the Fund as defined in the Investment Company Act of 1940 on
not more than sixty (60) days' written notice to the parties to
this Agreement;
(ii) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940, upon the
termination of the "Distributor's Contract" between the Fund
and FSC, upon termination of the "Shareholder Service
Agreement" between the Fund and FSS, or upon the termination of
the Distribution Plan to which this Agreement is related; and
(iii) by any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention
to terminate.
(e) The termination of this Agreement with respect to any one Fund
will not cause the Agreement's termination with respect to any other
Fund.
11. Certification of Customers' Taxpayer Identification Numbers.
The Institution agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the
Internal Revenue Code, and any applicable Treasury regulations, and to
provide FSC, FSS, or their respective designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required
backup withholding.
12. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to
the subject hereof whether oral or written. If any provision of
this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. Subject
to the provisions of Section 10, hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by
Pennsylvania law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the Investment Company Act
of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
(b) This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall
be an original, and all such counterparts shall together constitute
one and the same instrument.
(c) Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given pursuant to this Agreement
shall be given in writing and delivered by personal delivery or by
postage prepaid, registered or certified United States first class
mail, return receipt requested, overnight courier services, or by
facsimile or similar electronic means of delivery (with a confirming
copy by mail as provided herein). Unless otherwise notified in
writing, all notices to FSC or FSS shall be given or sent to FSC or
FSS at their offices located at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, and all notices to the
Institution shall be given or sent to it at its address shown below.
FEDERATED SHAREHOLDER SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ John W. McGonigle
John W. McGonigle, President
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ Richard B. Fisher
Richard B. Fisher, Chairman
[Institution]
Address
City State Zip Code
Dated: By:
Authorized Signature
Title
Print Name of Authorized Signature
Exhibit 6(xv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
PLAN TRUSTEE / MUTUAL FUNDS SERVICE AGREEMENT
This Agreement is entered into among the financial institution
executing this Agreement ("Plan Trustee"), Federated Securities Corp.
("FSC"), and Federated Shareholder Services ("FSS"), with respect to
those investment companies listed in Exhibit A hereto (referred to
individually as the "Fund" and collectively as the "Funds") for whose
shares of beneficial interest or capital stock ("Shares") FSC serves as
Distributor and for whom FSS provides or coordinates shareholder
services.
WHEREAS, Plan Trustee is a trustee for various employee pension
benefit plans (the "Plans");
WHEREAS, FSS provides shareholder services for shareholders of the
Funds in part by retaining financial institutions (such as the Plan
Trustee) to perform those shareholder services and FSC provides
distribution services for the Funds in part by retaining financial
institutions (such as the Plan Trustee) to perform distribution-related
support services ("trust services");
WHEREAS, FSS and FSC have determined that services usually
provided by trustees of employee benefit plans such as the Plan Trustee
are substantially equivalent to shareholder services and that the
compensation of the Plan Trustee for those services would contribute to
the distribution and sale of Fund shares to employee benefit plans; and
WHEREAS, Plan Trustee desires to provide such services for
compensation received from FSS and FSC;
NOW, THEREFORE, the parties agree as follows:
1. FSS and FSC hereby appoint the Plan Trustee to provide trust
services to the Plans pursuant to the terms and condition of this
agreement. The Plan Trustee agrees to provide trust services which, in
its best judgment, are necessary or desirable for its customers who are
investors in the Funds. The Plan Trustee further agrees to provide FSS
and FSC, upon request, a written description of the trust services which
Plan Trustee is providing hereunder.
2. During the term of this Agreement, FSS and FSC will pay the
Plan Trustee fees as set forth in a written schedule delivered to the
Plan Trustee pursuant to this Agreement. The fee schedule for the Plan
Trustee may be changed by FSS or FSC sending a new fee schedule or
written notice to the Plan Trustee pursuant to Paragraph 9 of this
Agreement. To enable the Funds to comply with an applicable exemptive
order, the Plan Trustee represents that the fees received pursuant to
this Agreement will be disclosed to its customers, will be authorized by
its customers (directly or by operation of applicable law), and will not
result in an excessive fee to the Plan Trustee.
3. The Plan Trustee hereby warrants that:
(a) it has been authorized to exercise trust powers in the state
in which the Plan Trustee is located by the appropriate
regulatory authority and, as to each of its Plans, the Plan
Trustee has or will obtain the proper authority to act on
behalf of such Plans;
(b) each Plan on whose behalf the Plan Trustee is acting or will
act is either (i) a trust which is tax-exempt under Sections
401 and 501 of the Internal Revenue Code or (ii) a
government retirement plan as described under Section
401(a)(24) of the Internal Revenue Code;
(c) the governing document of each Plan on whose behalf the Plan
Trustee is acting or will act includes or will be amended to
include a provision which authorizes investment in the Funds
(or, generally, in investment company shares) and which
provides that expenses of the Plan may be paid from the
assets of the Plan; and
(d) the Plan Trustee is functioning as a "non-discretionary
fiduciary" with regard to the Plan's investments in the
Funds, and the plan's sponsor or other appropriate
independent fiduciary of the Plan has reviewed and approved
the investment of Plan assets in the Funds and the
compensation of the Plan Trustee as contemplated under this
Agreement.
The Plan Trustee agrees to notify FSS and FSC immediately of any
action by or communication from the Internal Revenue Service, the
sponsor of a Plan, the Department of Labor, or any other party which in
any way affects the continuing accuracy of any warranty or
representation set forth in this Agreement. Such communications or
actions specifically may include, without limitation, any communication
or action with regard to the tax qualified status of any Plan, any
amendment to or alteration in the governing document of any Plan, and
any other communication or action which affects the ability of any Plan
to invest in or continue to hold shares of the Funds. The Plan Trustee
acknowledges that upon the breach of any of the foregoing warranties,
the Plan Trustee may be liable to FSS, FSC, and the Funds for any direct
and consequential damages resulting from such a breach of this
Agreement.
4. Unless such action would cause the Plan Trustee to violate
its fiduciary obligations under the terms of the Plan or under the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the Plan Trustee agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any proxies
from the shareholders of a Fund in opposition to proxies solicited by
management of the Fund, unless a court of competent jurisdiction shall
have determined that the conduct of a majority of the Board of Trustees
or Directors of the Fund constitutes willful misfeasance, bad faith,
gross negligence, or reckless disregard of their duties. This paragraph
4 will survive the term of this Agreement.
5. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved at least annually by the
Board of each Fund, including a majority of the members of the Board of
the Fund who are not interested persons of the Fund and have no direct
or indirect financial interest in the operation of the Fund's Plan or in
any related documents to the Plan ("Disinterested Board Members") cast
in person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, this Agreement may be
terminated as follows:
(a) at any time with regard to a particular Fund or
class of shares of a Fund, without the payment of any penalty,
by the vote of a majority of the Disinterested Board Members of
the Fund or by a vote of a majority of the outstanding voting
securities of the class of shares of the Fund as defined in the
Investment Company Act of 1940 on not more than sixty (60)
days' written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940,
upon the termination of the "Distributor's Contract" between
the Fund and FSC, upon termination of the "Shareholder Services
Agreement" between the Fund and FSS, or upon the termination of
the Distribution Plan to which this Agreement is related; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days' written notice
of its intention to terminate.
7. The Plan Trustee agrees to obtain any taxpayer
identification number certification from its Plans required under
Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide FSS with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.
8. The execution and delivery of this Agreement have been
authorized by the Trustees of FSS and signed by an authorized officer of
FSS, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not binding
upon any of the Trustees or shareholders of FSS, but bind only the trust
property of FSS as provided in the Declaration of Trust of FSS.
9. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
delivered to Plan Trustee at the address set forth below and if
delivered to FSS or FSC at Federated Investors Tower, Pittsburgh, PA
15222-3779, Attention: President.
10. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Sections 5
and 6, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
11. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
12. This Agreement shall not be assigned by any party without
the prior written consent of FSS and FSC in the case of assignment by
Plan Trustee, or of Plan Trustee in the case of assignment by FSS or
FSC, except that any party may assign to a successor all of or a
substantial portion of its business to a party controlling, controlled
by, or under common control with such party.
13. This Agreement may be amended by FSS or FSC from time to
time by the following procedure. FSS or FSC will mail a copy of the
amendment to the Plan Trustee's address, as shown below. If the Plan
Trustee does not object to the amendment within thirty (30) days after
its receipt, the amendment will become part of the Agreement. The Plan
Trustee's objection must be in writing and be received by FSS or FSC
within such thirty days. Amendments to Exhibit A may be made by FSS or
FSC at any time by written or electronic notice to the Institution. FSS
and FSC anticipate that a revised Exhibit A, reflecting all changes in
effect at the time of transmission, will be sent to the Institution
annually during the term of this Agreement.
14. The Plan Trustee acknowledges and agrees that FSS has
entered into this Agreement solely in the capacity of agent for the
Funds and administrator of the Plan. The Plan Trustee agrees not to
claim that FSS is liable for any responsibilities or amounts due by the
Funds hereunder.
FEDERATED SHAREHOLDER SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ John W. McGonigle
President
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /s/ Richard B. Fisher
Chairman
[Plan Trustee]
Address
City State Zip Code
Dated: By:
Authorized Signature
Title
Print Name of Authorized Signature
Exhibit 8 (ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
EXHIBIT 1
<TABLE>
<S> <C>
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
12/1/94 FEDERATED MUNICIPAL TRUST
Alabama Municipal Cash Trust
Califormia Municipal Cash Trust
Connecticut Municipal Cash Trust
Institutional Service Shares
Florida Municipal Cash Trust
Maryland Municipal Cash Trust
Massachusetts Municipal Cash Trust
Bayfunds Shares
Institutional Service Shares
Michigan Municipal Cash Trust
Minnesota Municipal Cash Trust
Cash Series Shares
Institutional Shares
New Jersey Municipal Cash Trust
Institutional Service Shares
Institutional Shares
New York Municipal Cash Trust
Cash II Shares
Institutional Service Shares
North Carolina Municipal Cash Trust
Ohio Municipal Cash Trust
Cash II Shares
Institutional Service Shares
Pennsylvania Municipal Cash Trust
Cash Series Shares
Institutional Service Shares
Institutional Shares
Virginia Municipal Cash Trust
Institutional Service Shares
Institutional Shares
</TABLE>
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of December 1, 1994, by and between those
investment companies listed on Exhibit 1 as may be amended from time to
time, having their principal office and place of business at Federated
Investors Tower, Pittsburgh, PA 15222-3779 (the "Trust"), on behalf of
the portfolios (individually referred to herein as a "Fund" and
collectively as "Funds") of the Trust, and FEDERATED SERVICES COMPANY, a
Delaware business trust, having its principal office and place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-
3779 (the "Company").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock or
beneficial interest ("Shares"); and
WHEREAS, the Trust may desire to retain the Company to provide
certain pricing, accounting and recordkeeping services for each of the
Funds, including any classes of shares issued by any Fund ("Classes") if
so indicated on Exhibit 1, and the Company is willing to furnish such
services; and
WHEREAS, the Trust may desire to appoint the Company as its transfer
agent, dividend disbursing agent if so indicated on Exhibit 1, and agent
in connection with certain other activities, and the Company desires to
accept such appointment; and
WHEREAS, the Trust may desire to appoint the Company as its agent to
select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the
Company desires to accept such appointment; and
WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of certain of its duties and
responsibilities hereunder to State Street Bank and Trust Company or
another agent (the "Agent"); and
WHEREAS, the words Trust and Fund may be used interchangeably for
those investment companies consisting of only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds, and/or the Classes, for the period and
on the terms set forth in this Agreement. The Company accepts such
appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Article 3 of this Section.
Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's Board of
Trustees or Directors ("Board"), the Company will assist the Trust with
regard to fund accounting for the Trust, and/or the Funds, and/or the
Classes, and in connection therewith undertakes to perform the following
specific services;
A. Value the assets of the Funds using: primarily, market
quotations, including the use of matrix pricing, supplied by the
independent pricing services selected by the Company in
consultation with the adviser, or sources selected by the
adviser, and reviewed by the board; secondarily, if a designated
pricing service does not provide a price for a security which the
Company believes should be available by market quotation, the
Company may obtain a price by calling brokers designated by the
investment adviser of the fund holding the security, or if the
adviser does not supply the names of such brokers, the Company
will attempt on its own to find brokers to price those
securities; thirdly, for securities for which no market price is
available, the Pricing Committee of the Board will determine a
fair value in good faith. Consistent with Rule 2a-4 of the 40
Act, estimates may be used where necessary or appropriate. The
Company's obligations with regard to the prices received from
outside pricing services and designated brokers or other outside
sources, is to exercise reasonable care in the supervision of the
pricing agent. The Company is not the guarantor of the securities
prices received from such agents and the Company is not liable to
the Fund for potential errors in valuing a Fund's assets or
calculating the net asset value per share of such Fund or Class
when the calculations are based upon such prices. All of the
above sources of prices used as described are deemed by the
Company to be authorized sources of security prices. The Company
provides daily to the adviser the securities prices used in
calculating the net asset value of the fund, for its use in
preparing exception reports for those prices on which the adviser
has comment. Further, upon receipt of the exception reports
generated by the adviser, the Company diligently pursues
communication regarding exception reports with the designated
pricing agents.
B. Determine the net asset value per share of each Fund and/or
Class, at the time and in the manner from time to time determined
by the Board and as set forth in the Prospectus and Statement of
Additional Information ("Prospectus") of each Fund;
C. Calculate the net income of each of the Funds, if any;
D. Calculate capital gains or losses of each of the Funds resulting
from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each Fund, and/or
Class, as required under Section 31(a) of the 1940 Act and the
Rules thereunder in connection with the services provided by the
Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records to be maintained by Rule 31a-1 under the 1940 Act
in connection with the services provided by the Company. The
Company further agrees that all such records it maintains for the
Trust are the property of the Trust and further agrees to
surrender promptly to the Trust such records upon the Trust's
request;
G. At the request of the Trust, prepare various reports or other
financial documents required by federal, state and other
applicable laws and regulations; and
H. Such other similar services as may be reasonably requested by the
Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services rendered
pursuant to Section One of this Agreement in accordance with the
fees agreed upon from time to time between the parties hereto.
Such fees do not include out-of-pocket disbursements of the
Company for which the Funds shall reimburse the Company upon
receipt of a separate invoice. Out-of-pocket disbursements shall
include, but shall not be limited to, the items agreed upon
between the parties from time to time.
B. The Fund and/or the Class, and not the Company, shall bear the
cost of: custodial expenses; membership dues in the Investment
Company Institute or any similar organization; transfer agency
expenses; investment advisory expenses; costs of printing and
mailing stock certificates, Prospectuses, reports and notices;
administrative expenses; interest on borrowed money; brokerage
commissions; taxes and fees payable to federal, state and other
governmental agencies; fees of Trustees or Directors of the
Trust; independent auditors expenses; Federated Administrative
Services and/or Federated Administrative Services, Inc. legal and
audit department expenses billed to Federated Services Company
for work performed related to the Trust, the Funds, or the
Classes; law firm expenses; or other expenses not specified in
this Article 3 which may be properly payable by the Funds and/or
classes.
C. The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company. The
Company will maintain detailed information about the compensation
and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
E. The fee for the period from the effective date of this Agreement
with respect to a Fund or a Class to the end of the initial month
shall be prorated according to the proportion that such period
bears to the full month period. Upon any termination of this
Agreement before the end of any month, the fee for such period
shall be prorated according to the proportion which such period
bears to the full month period. For purposes of determining fees
payable to the Company, the value of the Fund's net assets shall
be computed at the time and in the manner specified in the Fund's
Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person or
persons as the Company may believe to be particularly suited to
assist it in performing services under this Section One. Such
person or persons may be third-party service providers, or they
may be officers and employees who are employed by both the
Company and the Funds. The compensation of such person or persons
shall be paid by the Company and no obligation shall be incurred
on behalf of the Trust, the Funds, or the Classes in such
respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Trust hereby appoints the Company to act as, and the Company agrees to
act as, transfer agent and dividend disbursing agent for each Fund's
Shares, and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of any Fund
("Shareholder(s)"), including without limitation any periodic investment
plan or periodic withdrawal program.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall
set forth the specific transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instructions if (a) the Company
reasonably believes them to have been given by a person previously
authorized in Proper Instructions to give such instructions with respect
to the transaction involved, and (b) the Trust, or the Fund, and the
Company promptly cause such oral instructions to be confirmed in
writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that
the Trust, or the Fund, and the Company are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper
Instructions may only be amended in writing.
Article 5. Duties of the Company.
The Company shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the Trust as
to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefore to the custodian of the
relevant Fund, (the "Custodian"). The Company shall notify
the Fund and the Custodian on a daily basis of the total
amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the
Fund's current Prospectus, the Company shall compute and
issue the appropriate number of Shares of each Fund and/or
Class and hold such Shares in the appropriate Shareholder
accounts.
(3) For certificated Funds and/or Classes, if a Shareholder or
its agent requests a certificate, the Company, as Transfer
Agent, shall countersign and mail by first class mail, a
certificate to the Shareholder at its address as set forth
on the transfer books of the Funds, and/or Classes, subject
to any Proper Instructions regarding the delivery of
certificates.
(4) In the event that any check or other order for the purchase
of Shares of the Fund and/or Class is returned unpaid for
any reason, the Company shall debit the Share account of
the Shareholder by the number of Shares that had been
credited to its account upon receipt of the check or other
order, promptly mail a debit advice to the Shareholder, and
notify the Fund and/or Class of its action. In the event
that the amount paid for such Shares exceeds proceeds of
the redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the Fund
and/the Class or its distributor will reimburse the Company
on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, the Company shall act as
Dividend Disbursing Agent for the Funds in accordance with
the provisions of its governing document and the then-
current Prospectus of the Fund. The Company shall prepare
and mail or credit income, capital gain, or any other
payments to Shareholders. As the Dividend Disbursing Agent,
the Company shall, on or before the payment date of any
such distribution, notify the Custodian of the estimated
amount required to pay any portion of said distribution
which is payable in cash and request the Custodian to make
available sufficient funds for the cash amount to be paid
out. The Company shall reconcile the amounts so requested
and the amounts actually received with the Custodian on a
daily basis. If a Shareholder is entitled to receive
additional Shares by virtue of any such distribution or
dividend, appropriate credits shall be made to the
Shareholder's account, for certificated Funds and/or
Classes, delivered where requested; and
(2) The Company shall maintain records of account for each Fund
and Class and advise the Trust, each Fund and Class and its
Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the Fund
Prospectus or set forth in Proper Instructions, deliver the
appropriate instructions therefor to the Custodian. The
Company shall notify the Funds on a daily basis of the
total amount of redemption requests processed and monies
paid to the Company by the Custodian for redemptions.
(2) At the appropriate time upon receiving redemption proceeds
from the Custodian with respect to any redemption, the
Company shall pay or cause to be paid the redemption
proceeds in the manner instructed by the redeeming
Shareholders, pursuant to procedures described in the then-
current Prospectus of the Fund.
(3) If any certificate returned for redemption or other request
for redemption does not comply with the procedures for
redemption approved by the Fund, the Company shall promptly
notify the Shareholder of such fact, together with the
reason therefor, and shall effect such redemption at the
price applicable to the date and time of receipt of
documents complying with said procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned accounts
and uncashed checks for state escheat requirements on an
annual basis and report such actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of each
Fund, and/or Class, and maintain pursuant to applicable
rules of the Securities and Exchange Commission ("SEC") a
record of the total number of Shares of the Fund and/or
Class which are authorized, based upon data provided to it
by the Fund, and issued and outstanding. The Company shall
also provide the Fund on a regular basis or upon reasonable
request with the total number of Shares which are
authorized and issued and outstanding, but shall have no
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such
Shares or to take cognizance of any laws relating to the
issue or sale of such Shares, which functions shall be the
sole responsibility of the Funds.
(2) The Company shall establish and maintain records pursuant
to applicable rules of the SEC relating to the services to
be performed hereunder in the form and manner as agreed to
by the Trust or the Fund to include a record for each
Shareholder's account of the following:
(a) Name, address and tax identification number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for all
transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the case
of a foreign account or an account for which
withholding is required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the Company to
perform the calculations contemplated or required by
this Agreement.
(3) The Company shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the periods
prescribed in said rules as specifically noted below. Such
record retention shall be at the expense of the Company,
and such records may be inspected by the Fund at reasonable
times. The Company may, at its option at any time, and
shall forthwith upon the Fund's demand, turn over to the
Fund and cease to retain in the Company's files, records
and documents created and maintained by the Company
pursuant to this Agreement, which are no longer needed by
the Company in performance of its services or for its
protection. If not so turned over to the Fund, such records
and documents will be retained by the Company for six years
from the year of creation, during the first two of which
such documents will be in readily accessible form. At the
end of the six year period, such records and documents will
either be turned over to the Fund or destroyed in
accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding in
each state for "blue sky" purposes as determined
according to Proper Instructions delivered from time
to time by the Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related
payments;
(f) Such other information as may be agreed upon from
time to time.
(2) The Company shall prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state
agencies, and, if required, mail to Shareholders, such
notices for reporting dividends and distributions paid as
are required to be so filed and mailed and shall withhold
such sums as are required to be withheld under applicable
federal and state income tax laws, rules and regulations.
(3) In addition to and not in lieu of the services set forth
above, the Company shall:
(a) Perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant,
agent in connection with accumulation, open-account
or similar plans (including without limitation any
periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder reports
and Prospectuses to current Shareholders, withholding
taxes on accounts subject to back-up or other
withholding (including non-resident alien accounts),
preparing and filing reports on U.S. Treasury
Department Form 1099 and other appropriate forms
required with respect to dividends and distributions
by federal authorities for all Shareholders,
preparing and mailing confirmation forms and
statements of account to Shareholders for all
purchases and redemptions of Shares and other
conformable transactions in Shareholder accounts,
preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(b) provide a system which will enable the Fund to
monitor the total number of Shares of each Fund
and/or Class sold in each state ("blue sky
reporting"). The Fund shall by Proper Instructions
(i) identify to the Company those transactions and
assets to be treated as exempt from the blue sky
reporting for each state and (ii) verify the
classification of transactions for each state on the
system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of
the Company for each Fund's and/or Class's state blue
sky registration status is limited solely to the
recording of the initial classification of
transactions or accounts with regard to blue sky
compliance and the reporting of such transactions and
accounts to the Fund as provided above.
F. Other Duties
(1) The Company shall answer correspondence from Shareholders
relating to their Share accounts and such other
correspondence as may from time to time be addressed to the
Company;
(2) The Company shall prepare Shareholder meeting lists, mail
proxy cards and other material supplied to it by the Fund
in connection with Shareholder Meetings of each Fund;
receive, examine and tabulate returned proxies, and certify
the vote of the Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust or Fund assume full responsibility for the preparation,
contents and distribution of their own and/or their classes'
Prospectus and for complying with all applicable requirements of
the Securities Act of 1933, as amended (the "1933 Act"), the 1940
Act and any laws, rules and regulations of government authorities
having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of
blank Share certificates and from time to time shall renew such
supply upon request of the Company. Such blank Share certificates
shall be properly signed, manually or by facsimile, if authorized
by the Trust and shall bear the seal of the Trust or facsimile
thereof; and notwithstanding the death, resignation or removal of
any officer of the Trust authorized to sign certificates, the
Company may continue to countersign certificates which bear the
manual or facsimile signature of such officer until otherwise
directed by the Trust.
C. Distributions
The Fund shall promptly inform the Company of the declaration of
any dividend or distribution on account of any Fund's shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company an
annual maintenance fee for each Shareholder account as agreed
upon between the parties and as may be added to or amended from
time to time. Such fees may be changed from time to time subject
to written agreement between the Trust and the Company. Pursuant
to information in the Fund Prospectus or other information or
instructions from the Fund, the Company may sub-divide any Fund
into Classes or other sub-components for recordkeeping purposes.
The Company will charge the Fund the same fees for each such
Class or sub-component the same as if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items agreed
upon between the parties, as may be added to or amended from time
to time. In addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or the Fund,
will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company. The
Company will maintain detailed information about the compensation
and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this Section
Two may be assigned by either party without the written consent of the
other party.
A. This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and
assigns.
B. The Company may without further consent on the part of the Trust
subcontract for the performance hereof with (A) State Street Bank
and its subsidiary, Boston Financial Data Services, Inc., a
Massachusetts Trust ("BFDS"), which is duly registered as a
transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934, as amended, or any succeeding statute
("Section 17A(c)(1)"), or (B) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(1), or (C) a BFDS
affiliate, or (D) such other provider of services duly registered
as a transfer agent under Section 17A(c)(1) as Company shall
select; provided, however, that the Company shall be as fully
responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions; or
C. The Company shall upon instruction from the Trust subcontract for
the performance hereof with an Agent selected by the Trust, other
than BFDS or a provider of services selected by Company, as
described in (2) above; provided, however, that the Company shall
in no way be responsible to the Trust for the acts and omissions
of the Agent.
SECTION THREE: Custody Services Procurement.
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and obtain
custody services from a financial institution that (i) meets the
criteria established in Section 17(f) of the 1940 Act and (ii) has been
approved by the Board as eligible for selection by the Company as a
custodian (the "Eligible Custodian"). The Company accepts such
appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the
Company shall:
A. evaluate the nature and the quality of the custodial services
provided by the Eligible Custodian;
B. employ the Eligible Custodian to serve on behalf of the Trust as
Custodian of the Trust's assets substantially on the terms set
forth as the form of agreement in Exhibit 2;
C. negotiate and enter into agreements with the Custodians for the
benefit of the Trust, with the Trust as a party to each such
agreement. The Company shall not be a party to any agreement with
any such Custodian;
D. establish procedures to monitor the nature and the quality of the
services provided by the Custodians;
E. continuously monitor the nature and the quality of services
provided by the Custodians; and
F. periodically provide to the Trust (i) written reports on the
activities and services of the Custodians; (ii) the nature and
amount of disbursement made on account of the Trust with respect
to each custodial agreement; and (iii) such other information as
the Board shall reasonably request to enable it to fulfill its
duties and obligations under Sections 17(f) and 36(b) of the 1940
Act and other duties and obligations thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section Three of
this Agreement, the Trust and/or the Fund agree to pay the
Company an annual fee as agreed upon between the parties.
B. Reimbursements
In addition to the fee paid under Section 11A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items agreed
upon between the parties, as may be added to or amended from time
to time. In addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or the Fund,
will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued by
the Fund and shall be paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company. The
Company will maintain detailed information about the compensation
and out-of-pocket expenses by Fund.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a duly
authorized officer of the Trust and/or the Funds and a duly
authorized officer of the Company.
Article 12. Representations.
The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to
enter into this arrangement and to provide the services contemplated in
Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the following
documents:
(1) A copy of the Charter and By-Laws of the Trust and all
amendments thereto;
(2) A copy of the resolution of the Board of the Trust
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates of
the Trust or the Funds in the forms approved by the Board
of the Trust with a certificate of the Secretary of the
Trust as to such approval;
(4) All account application forms and other documents relating
to Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Trust authorizing the
original issuance of each Fund's, and/or Class's Shares;
(2) Each Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in effect
with respect to the sale of Shares of any Fund, and/or
Class;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian and
agents for fund accountant, custody services procurement,
and shareholder recordkeeping or transfer agency services;
(5) Specimens of all new Share certificates representing Shares
of any Fund, accompanied by Board resolutions approving
such forms;
(6) Such other certificates, documents or opinions which the
Company may, in its discretion, deem necessary or
appropriate in the proper performance of its duties; and
(7) Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and in
good standing under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the State
of Delaware.
(3) It is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations
under this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is an investment company duly organized and existing and
in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform its obligations under
this Agreement;
(3) All corporate proceedings required by said Charter and By-
Laws have been taken to authorize it to enter into and
perform its obligations under this Agreement;
(4) The Trust is an open-end investment company registered
under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings
have been made and will continue to be made, with respect
to all Shares of each Fund being offered for sale.
Article 15. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Contract. The Company shall
be entitled to rely on and may act upon advice of counsel (who
may be counsel for the Trust) on all matters, and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice, provided that such action is not in
violation of applicable federal or state laws or regulations, and
is in good faith and without negligence.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust or Fund
shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents employees and
affiliates, harmless against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising
out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser, Sub-
adviser or other party contracted by or approved by the
Trust or Fund,
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf of
the Fund, its Shareholders or investors regarding the
purchase, redemption or transfer of Shares and
Shareholder account information;
(b) are received by the Company from independent pricing
services or sources for use in valuing the assets of
the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers or other
third parties contracted by or approved by the Trust
of Fund for use in the performance of services under
this Agreement;
(d) have been prepared and/or maintained by the Fund or
its affiliates or any other person or firm on behalf
of the Trust.
(3) The reliance on, or the carrying out by the Company or its
agents or subcontractors of Proper Instructions of the
Trust or the Fund.
(4) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such
Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of
such Shares in such state.
Provided, however, that the Company shall not be protected
by this Article 15.A. from liability for any act or
omission resulting from the Company's willful misfeasance,
bad faith, negligence or reckless disregard of its duties
of failure to meet the standard of care set forth in 15.A.
above.
C. Reliance
At any time the Company may apply to any officer of the Trust or
Fund for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the services to
be performed by the Company under this Agreement, and the Company
and its agents or subcontractors shall not be liable and shall be
indemnified by the Trust or the appropriate Fund for any action
reasonably taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel provided such
action is not in violation of applicable federal or state laws or
regulations. The Company, its agents and subcontractors shall be
protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Trust or the Fund, and the
proper countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
D. Notification
In order that the indemnification provisions contained in this
Article 15 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of
such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who
may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such
claim. The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the other
party may be required to indemnify it except with the other
party's prior written consent.
Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Should the Trust exercise
its rights to terminate, all out-of-pocket expenses associated with the
movement of records and materials will be borne by the Trust or the
appropriate Fund. Additionally, the Company reserves the right to charge
for any other reasonable expenses associated with such termination. The
provisions of Article 15 shall survive the termination of this
Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and
the Trust may from time to time agree on such provisions interpretive of
or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by
both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Charter. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts
Article 20. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company
at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or
to such other address as the Trust or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to
the respective address.
Article 21. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 22. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are not
binding upon any of the Trustees or Shareholders of the Trust, but bind
only the appropriate property of the Fund, or Class, as provided in the
Declaration of Trust.
Article 23. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized by
the Trustees of the Company and signed by an authorized officer of the
Company, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are not
binding upon any of the Trustees or Shareholders of the Company, but
bind only the property of the Company as provided in the Declaration of
Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to the Trust or the Funds by either of the
parties hereto except by the specific written consent of the other
party.
Article 25. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
Article 26. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust,
the Company shall upon termination of this Agreement deliver to such
successor agent at the office of the Company all properties of the Trust
held by it hereunder. If no such successor agent shall be appointed, the
Company shall at its office upon receipt of Proper Instructions deliver
such properties in accordance with such instructions.
In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or
before the date when such termination shall become effective, then the
Company shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by
its last published report, of not less than $2,000,000, all properties
held by the Company under this Agreement. Thereafter, such bank or trust
company shall be the successor of the Company under this Agreement.
Article 27. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance.
Article 28. Assignment; Successors.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party may
assign to a successor all of or a substantial portion of its business,
or to a party controlling, controlled by, or under common control with
such party. Nothing in this Article 28 shall prevent the Company from
delegating its responsibilities to another entity to the extent provided
herein.
Article 29. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first
above written.
ATTEST: INVESTMENT COMPANIES
(listed on Exhibit 1)
/s/ John W. McGonigle_______ By:__/s/ John F. Donahue___
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
<TABLE>
<S> <C>
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
12/1/94 FEDERATED MUNICIPAL TRUST
Alabama Municipal Cash Trust
Califormia Municipal Cash Trust
Connecticut Municipal Cash Trust
Institutional Service Shares
Florida Municipal Cash Trust
Maryland Municipal Cash Trust
Massachusetts Municipal Cash Trust
Bayfunds Shares
Institutional Service Shares
Michigan Municipal Cash Trust
Minnesota Municipal Cash Trust
Cash Series Shares
Institutional Shares
New Jersey Municipal Cash Trust
Institutional Service Shares
Institutional Shares
New York Municipal Cash Trust
Cash II Shares
Institutional Service Shares
North Carolina Municipal Cash Trust
Ohio Municipal Cash Trust
Cash II Shares
Institutional Service Shares
Pennsylvania Municipal Cash Trust
Cash Series Shares
Institutional Service Shares
Institutional Shares
Virginia Municipal Cash Trust
Institutional Service Shares
Institutional Shares
FEDERATED SERVICES COMPANY provides the following services:
Fund Accounting
Shareholder Recordkeeping
Custody Services Procurement
</TABLE>
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-
K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FEDERATED MUNICIPAL
TRUST and the Assistant General Counsel of Federated Investors, and each
of them, their true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for them and in their names,
place and stead, in any and all capacities, to sign any and all
documents to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, the Securities Exchange Act of
1934 and the Investment Company Act of 1940, by means of the Securities
and Exchange Commission's electronic disclosure system known as EDGAR;
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to sign and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of them might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/s/John F. Donahue Chairman and Trustee July 18, 1995
John F. Donahue (Chief Executive Officer)
/s/Glen R. Johnson President and Trustee July 18, 1995
Glen R. Johnson
/s/Edward C. Gonzales Executive Vice President July 18, 1995
Edward C. Gonzales
/s/Thomas G. Bigley Trustee July 18, 1995
Thomas G. Bigley
/s/John T. Conroy, Jr. Trustee July 18, 1995
John T. Conroy, Jr.
SIGNATURES TITLE DATE
/s/David M. Taylor Treasurer July 18, 1995
David M. Taylor (Principal Financial and
Accounting Officer)
/s/William J. Copeland Trustee July 18, 1995
William J. Copeland
/s/James E. Dowd Trustee July 18, 1995
James E. Dowd
/s/Lawrence D. Ellis, M.D. Trustee July 18, 1995
Lawrence D. Ellis, M.D.
/s/Edward L. Flaherty, Jr. Trustee July 18, 1995
Edward L. Flaherty, Jr.
/s/Peter E. Madden Trustee July 18, 1995
Peter E. Madden
/s/Gregor F. Meyer Trustee July 18, 1995
Gregor F. Meyer
/s/John E. Murray, Jr. Trustee July 18, 1995
John E. Murray, Jr.
/s/Wesley W. Posvar Trustee July 18, 1995
Wesley W. Posvar
/s/Marjorie P. Smuts Trustee July 18, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 18th day of July, 1995
/s/Marie M. Hamm
Marie M. Hamm
Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> ALABAMA MUNICIPAL CASH TRUST
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 142,272,477
<INVESTMENTS-AT-VALUE> 142,272,477
<RECEIVABLES> 689,982
<ASSETS-OTHER> 144,234
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 143,106,693
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 302,832
<TOTAL-LIABILITIES> 302,832
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 142,803,861
<SHARES-COMMON-STOCK> 142,803,861
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 142,803,861
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,475,274
<OTHER-INCOME> 0
<EXPENSES-NET> 173,808
<NET-INVESTMENT-INCOME> 1,301,466
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,301,466
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,301,466
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 478,251,901
<NUMBER-OF-SHARES-REDEEMED> 336,054,760
<SHARES-REINVESTED> 606,720
<NET-CHANGE-IN-ASSETS> 142,803,861
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 478,262
<AVERAGE-NET-ASSETS> 53,882,670
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .020
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<PER-SHARE-DIVIDEND> .020
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> CALIFORNIA MUNICIPAL CASH TRUST
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 80,956,758
<INVESTMENTS-AT-VALUE> 80,956,758
<RECEIVABLES> 469,969
<ASSETS-OTHER> 355,888
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 81,782,615
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 219,942
<TOTAL-LIABILITIES> 219,942
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 81,562,673
<SHARES-COMMON-STOCK> 81,562,673
<SHARES-COMMON-PRIOR> 74,707,347
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 81,562,673
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 230,743
<OTHER-INCOME> 0
<EXPENSES-NET> 41,193
<NET-INVESTMENT-INCOME> 189,550
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 189,550
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 189,550
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 30,010,373
<NUMBER-OF-SHARES-REDEEMED> 23,185,135
<SHARES-REINVESTED> 30,088
<NET-CHANGE-IN-ASSETS> 6,855,326
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 34,909
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 72,053
<AVERAGE-NET-ASSETS> 82,205,189
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .002
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .002
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> CONNECTICUT MUNICIPAL CASH TRUST
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 196,224,981
<INVESTMENTS-AT-VALUE> 196,224,981
<RECEIVABLES> 1,103,064
<ASSETS-OTHER> 253,894
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 197,581,939
<PAYABLE-FOR-SECURITIES> 6,750,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 408,737
<TOTAL-LIABILITIES> 7,158,737
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 190,423,202
<SHARES-COMMON-STOCK> 190,423,202
<SHARES-COMMON-PRIOR> 140,446,211
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 190,423,202
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,206,206
<OTHER-INCOME> 0
<EXPENSES-NET> 1,139,710
<NET-INVESTMENT-INCOME> 4,066,496
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,066,496
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,066,496
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 486,727,225
<NUMBER-OF-SHARES-REDEEMED> 437,916,644
<SHARES-REINVESTED> 1,166,410
<NET-CHANGE-IN-ASSETS> 49,976,991
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 961,837
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,474,548
<AVERAGE-NET-ASSETS> 192,367,471
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .020
<PER-SHARE-GAIN-APPREC> .000
<PER-SHARE-DIVIDEND> .020
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> FLORIDA MUNICIPAL CASH TRUST
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 47,996,202
<INVESTMENTS-AT-VALUE> 47,996,202
<RECEIVABLES> 5,918,020
<ASSETS-OTHER> 122,849
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 54,037,071
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70,884
<TOTAL-LIABILITIES> 70,884
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 53,966,187
<SHARES-COMMON-STOCK> 53,996,187
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 53,966,187
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 179,046
<OTHER-INCOME> 0
<EXPENSES-NET> 13,890
<NET-INVESTMENT-INCOME> 165,156
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 165,156
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 165,105
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 134,110,437
<NUMBER-OF-SHARES-REDEEMED> 80,237,096
<SHARES-REINVESTED> 92,846
<NET-CHANGE-IN-ASSETS> 53,966,187
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,127
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 65,743
<AVERAGE-NET-ASSETS> 45,914,586
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .004
<PER-SHARE-GAIN-APPREC> .000
<PER-SHARE-DIVIDEND> .004
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> .000
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> .000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> MARYLAND MUNICIPAL CASH TRUST
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 59,910,767
<INVESTMENTS-AT-VALUE> 59,910,767
<RECEIVABLES> 353,999
<ASSETS-OTHER> 79,544
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60,344,310
<PAYABLE-FOR-SECURITIES> 4,010,494
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 58,577
<TOTAL-LIABILITIES> 4,069,071
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 56,275,239
<SHARES-COMMON-STOCK> 56,275,239
<SHARES-COMMON-PRIOR> 0
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 56,275,239
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 862,087
<OTHER-INCOME> 0
<EXPENSES-NET> 126,923
<NET-INVESTMENT-INCOME> 735,164
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<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 231,266,672
<NUMBER-OF-SHARES-REDEEMED> 175,587,494
<SHARES-REINVESTED> 596,061
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<AVERAGE-NET-ASSETS> 57,239,926
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .010
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<PER-SHARE-DIVIDEND> .010
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<AVG-DEBT-PER-SHARE> .000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> MASS. MUNI CASH TRUST-INST. SERVICE SHARES
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 131,056,993
<INVESTMENTS-AT-VALUE> 131,056,993
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 131,924,892
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<SHARES-COMMON-PRIOR> 84,524,347
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<NET-ASSETS> 90,013,385
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,451,549
<OTHER-INCOME> 0
<EXPENSES-NET> 734,388
<NET-INVESTMENT-INCOME> 2,717,161
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<DISTRIBUTIONS-OF-INCOME> 2,037,982
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<SHARES-REINVESTED> 594,441
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<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 1,180,099
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<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .020
<PER-SHARE-GAIN-APPREC> .000
<PER-SHARE-DIVIDEND> .020
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<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 55
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<AVG-DEBT-PER-SHARE> .000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> MASS. MUNI CASH TRUST-BAYFUNDS SHARES
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 131,056,993
<INVESTMENTS-AT-VALUE> 131,056,993
<RECEIVABLES> 752,648
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<OTHER-ITEMS-LIABILITIES> 224,573
<TOTAL-LIABILITIES> 224,573
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 131,924,892
<SHARES-COMMON-STOCK> 41,911,507
<SHARES-COMMON-PRIOR> 18,142,845
<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 41,911,507
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,451,549
<OTHER-INCOME> 0
<EXPENSES-NET> 734,388
<NET-INVESTMENT-INCOME> 2,717,161
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<NET-CHANGE-FROM-OPS> 2,717,161
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 679,179
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 51,046,608
<NUMBER-OF-SHARES-REDEEMED> 27,958,997
<SHARES-REINVESTED> 681,051
<NET-CHANGE-IN-ASSETS> 29,257,700
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 1,180,099
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<PER-SHARE-NAV-BEGIN> 1.000
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<AVG-DEBT-PER-SHARE> .000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> MINNESOTA MUNI CASH TRUST-INST SHARES
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 252,973,872
<INVESTMENTS-AT-VALUE> 252,973,872
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<TOTAL-LIABILITIES> 1,058,381
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 254,038,679
<SHARES-COMMON-STOCK> 159,703,946
<SHARES-COMMON-PRIOR> 165,865,146
<ACCUMULATED-NII-CURRENT> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 159,703,946
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,331,414
<OTHER-INCOME> 0
<EXPENSES-NET> 1,104,424
<NET-INVESTMENT-INCOME> 6,226,990
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,226,990
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,475,720
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 554,305,186
<NUMBER-OF-SHARES-REDEEMED> 560,732,943
<SHARES-REINVESTED> 266,557
<NET-CHANGE-IN-ASSETS> 20,652,134
<ACCUMULATED-NII-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,190,194
<AVERAGE-NET-ASSETS> 256,403,506
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<NAME> NEW JERSEY MUNI CASH TRUST-INST SERV SHARES
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<NAME> NORTH CAROLINA MUNICIPAL CASH TRUST
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<NAME> NEW YORK MUNCIPAL CASH TRUST-INSTIT SERV SH
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<NAME> NEW YORK MUNCIPAL CASH TRUST-INSTIT SERV SH
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<NAME> OHIO MUNICIPAL CASH TRUST-INST. SHARES
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<NUMBER> 19
<NAME>PENN MUNI CASH TRUST CASH SERIES SHARES
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<NUMBER> 20
<NAME>PENN MUNI CASH TRUST INSTIT. SERV. SHARES
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<TABLE> <S> <C>
<S> <C>
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<SERIES>
<NUMBER> 21
<NAME> VIRGINIA MUNI CASH TRUST-INST SHARES
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<NAME> VIRGINIA MUNI CASH TRUST-INST SERV SHARES
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