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. 35 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 35 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)
on _________________ pursuant to paragraph (b)
X 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; and (14) Michigan
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 (1-14) Cover Page.
Item 2. Synopsis (1-14) Summary of Fund
Expenses.
Item 3. Condensed Financial
Information (8,9,10) Financial Highlights;
(1-10) Performance
Information; (3b) Tax-
Equivalent Yield.
Item 4. General Description of
Registrant (1-14) General Information;
(1-13a, 14) Investment
Information; (1-13a, 14)
Investment Objective; (1-13a,
14) 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;
(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; (1-14) Non-
Diversification; (1-13a,
14) Investment Limitations;
(1-14) Regulatory Compliance.
Item 5. Management of the Fund (1-13a, 14) Trust Information;
(1-13a, 14) Management of the
Trust; (13b) Management,
Distribution and
Administration; (1-7, 12, 14)
Distribution of Cash Series,
Institutional, Institutional
Service, or Cash II Shares;
(10,11,13a) Distribution of
Fund Shares; (1-13a, 14)
Administration of the Fund;
(7,11,12, 14) Expenses of the
Fund and Institutional,
Institutional Service, or Cash
II Shares; (2c, 8-14) Expenses
of the Fund.
Item 6. Capital Stock and Other
Securities (1-13a, 14) Dividends; (1-13a,
14) Capital Gains; (13b, 14)
Dividends and Distributions;
(1-13a, 14) Shareholder
Information; (1-14) Voting
Rights; (1-13a, 14)
Massachusetts Partnership Law;
(1-14) Tax Information; (1-12,
14) 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; (1-14) Other
State and Local Taxes;
(2,3,4,5,6,7,12) Other Classes
of Shares.
Item 7. Purchase of Securities Being
Offered (1-14) Net Asset Value;
(3a,4a,5a) Distribution Plan;
(12) Distribution and
Shareholder Servicing
Arrangements; (13a)
Distribution and Shareholder
Services Plan; (13b)
Distribution; (13b)
Shareholder Servicing
Arrangements; (7-12, 14) Other
Payments to Financial
Institutions; (6b,9)
Shareholder Services Plan;
(13b) How to Buy Shares; (1-
7,9,11,14) How to Purchase
Shares; Investing in Cash
Series, Institutional,
Institutional Services or Cash
II Shares; (7,8,9,10,12)
Investing in Fund Shares;
(2bc,5b) Investing in the
Fund; (1-5,10,11,12,14) Share
Purchases; (1-14) Minimum
Investment Required;
(2a,3a,5a) Systematic
Investment Program; (2a,3a,5a)
Automatic Investments; (1-13)
Subaccounting Services; (1-14)
Certificates and
Confirmations.
Item 8. Redemption or Repurchase (1-6,11) Redeeming Cash
Series, Institutional,
Institutional Service or Cash
II Shares; (13b) How to Redeem
Shares; (7,8, 14) Redeeming
Fund Shares; (10,13a)
Redeeming Shares;
(2a,3a,5a,13, 14) Through a
Financial Institution;
(2a,3a,5a,9) Directly from the
Fund;
(1,2bc,3b,4,5b,6,10,11,13a)
Telephone Redemption; (14)
Redeeming Shares by Telephone;
(1-8,10,11) Written Requests;
(11,12) By Mail; (14)
Redeeming Shares by Mail; (9,
12) By Writing a Check; (14)
Checkwriting; (1-12, 14)
Accounts With Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1-14) Cover Page.
Item 11. Table of Contents (1-14) 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)
Investment Limitations.
Item 14. Management of the Fund (1-14) Federated Municipal
Trust Management.
Item 15. Control Persons and Principal
Holders of Securities Not applicable.
Item 16. Investment Advisory and Other
Services (1-14) Investment Advisory
Services; (1-14)
Administrative Services;
(3a,4a,5a,11) Distribution
Plan; (3b,7b,10, 14)
Shareholder Services Plan;
(12) Distribution and
Shareholder Services Plan.
Item 17. Brokerage Allocation (1-14) 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;
(1-14) Determining Net Asset
Value; (1-14) Redeeming
Shares.
Item 20. Tax Status (1-14) Tax Status.
Item 21. Underwriters Not applicable.
Item 22. Calculation of Performance
Data (1-14) Yield; (1-14) Effective
Yield; (1,2,3a,4-14) Tax-
Equivalent Yield; (1-14)
Performance Comparisons.
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 Fund invests in short-term Pennsylvania municipal
securities to achieve 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 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 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
SUMMARY OF FUND EXPENSES 2
GENERAL INFORMATION 3
INVESTMENT INFORMATION 3
Investment Objective 3
Investment Policies 3
Pennsylvania Municipal
Securities 6
Investment Risks 6
Non-Diversification 6
Investment Limitations 7
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 9
INVESTING IN THE FUND 10
Share Purchases 10
Minimum Investment
Required 10
Subaccounting Services 10
Dividends 11
Capital Gains 11
REDEEMING SHARES 11
By Mail 11
Telephone Redemption 11
Accounts with Low Balance 12
SHAREHOLDER INFORMATION 12
Voting Rights 12
Massachusetts Partnership
Law 12
TAX INFORMATION 13
Federal Income Tax 13
State and Local Taxes 13
PERFORMANCE INFORMATION 13
OTHER CLASSES OF SHARES 14
ADDRESSES 15
SUMMARY OF FUND EXPENSES
INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
offering price)
Contingent Deferred Sales Charge (as a percentage of original purchase
price or redemption proceeds, as applicable)
Redemption Fee (as a percentage of amount redeemed, if applicable)
Exchange Fee
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS) *
Management Fee
12b-1 Fee.
Total Other Expenses
Shareholder Services Fee
Total Institutional Shares Operating Expenses
*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 tlhis table is to assist an investor in understanding
the various costs and expenses that a shareholder of the fund will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Trust Information." and "Investing in the Fund." Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.
EXAMPLE 1 year 3 years
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 $ $
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:
o tax and revenue anticipation notes ("TRANs") issued to finance
working capital needs in anticipation of receiving taxes or other
revenues;
o bond anticipation notes ("BANs") that are intended to be refinanced
through a later issuance of longer-term bonds;
o municipal commercial paper and other short-term notes;
o variable rate demand notes;
o municipal bonds (including bonds having serial maturities and pre-
refunded bonds) and leases; and
o 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.
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 having the same
quality characteristics as described above; 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).
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.
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 Plan. The Fund has adopted a Shareholder Services Plan
(the "Services Plan") under which it will pay Federated Shareholder Services,
a subsidiary of Federated Investors, an amount not exceeding .25 of 1% of the
average daily net asset value of the Institutional Shares to provide personal
services and/or maintenance of shareholder accounts to the Fund and its
shareholders. From time to time and for such periods as deemed appropriate,
the amount stated above may be reduced voluntarily.
Federated Shareholder Services may elect to pay financial institutions fees
based upon shares owned by their clients or customers for services provided to
those 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 Federated
Shareholder Services.
Other 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
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:
Maximum Fee Average Aggregate Daily Net Assets
.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
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,
Pittsburgh, PA 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
The Fund pays all of its own expenses and its allocable share of Trust
expenses. These expenses include, but are not limited to the cost of:
organizing the Trust and continuing its existence; Trustees' fees; investment
advisory and administrative services; printing prospectuses and other
documents for shareholders; registering the Trust, the Fund, and shares of the
Fund; taxes and commissions; issuing, purchasing, repurchasing and redeeming
shares; fees for custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing, mailing, auditing,
accounting, and legal expenses; reports to shareholders and government
agencies; meetings of Trustees and shareholders and proxy solicitations
therefore; insurance premiums; association membership dues; and such non-
recurring and extraordinary items as may arise.
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 each day the New York Stock Exchange is open.
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, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, MA 02266-8602.
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, c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, MA
02266-8602. 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.
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
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 8602
Boston, MA 02266-8602
Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, PA 15222-3779
Independent Public Accountants
Arthur Andersen LLP 2100 One PPG Place
Pittsburgh, PA 15222
Pennsylvania Municipal Cash Trust
Institutional Shares
PROSPECTUS
A Non-Diversified Portfolio of
Federated Municipal Trust, an
Open-End Management Investment
Company
Prospectus dated July 18, 1995
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779
CUSIP #s
#######X (7/95)
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 ADVISORY
SERVICES 10
Investment Adviser 10
Advisory Fees 11
FUND ADMINISTRATION 11
DISTRIBUTION AND
SHAREHOLDER SERVICES PLANS 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
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
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
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
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
Vice President and Treasurer
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; Vice President and Treasurer of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
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.
* 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 ________, 1995, the following shareholder(s) of record owned 5% or more
of the outstanding Cash Series Shares of the Fund:
As of ________, 1995, the following shareholder(s) of record owned 5% or more
of the outstanding Institutional Service Shares of the Fund:
TRUSTEES COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST# FROM TRUST AND FUND COMPLEX +
<S> <C> <C>
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
</TABLE>
#THE AGGREGATE COMPENSATION IS PROVIDED FOR THE TRUST WHICH IS COMPRISED OF 14
PORTFOLIOS.
+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.
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
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 adopted a Shareholder Services Plan 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
objectives. By identifying potential investors whose needs are served by the
Fund's objectives, and properly servicing these accounts, it may be possible
to curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include:
(1) providing personal services to shareholders; (2) investing shareholder
assets with a minimum of delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
For the fiscal period ending 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 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:
O 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.
o 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.
o MONEY, a monthly magazine, regularly ranks money market funds in
various categories based on the latest available seven-day
effective yield.
314229881
314229204
XXXXXXX
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;
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)
(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);
(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 Speciman Certificate for Michigan
Municipal Cash Trust (24);
(v) Copy of Speciman Certificate for
Pennsylvania Municipal Cash Trust-
Institutional Shares; +
(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);
______________________
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).
(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)
(vii) Conformed copy of Exhibit M
to the Investment Advisory Contract for
Florida Municipal Cash Trust; (22)
(viii) Form of Exhibit O to the
Investment Advisory Contract for Michigan
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);
+ 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).
(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)
(x) Form of Exhibit W to the
Distributor's Contract for Michigan
Municipal Cash Trust; +
(xi) Form of Exhibit X to the
Distributor's Contract for Pennsylvania
Municipal Cash Trust- Institutional
Shares; +
(7) Not applicable;
(8) (i) Conformed copy of Custodian Agreement of
the Registrant; (22)
(9) (i) Conformed copy of Transfer Agency
Agreement of the Registrant; (22)
(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) Conformed copy of Shareholder Services
Plan of the Registrant; (22)
+ 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 Exhibit A to
Shareholder Services Plan for Virginia
Municipal Cash Trust-Institutional
Service Shares; (19)
(vii) Conformed copy of Exhibit B to
Shareholder Services Plan for Maryland
Municipal Cash Trust; (18)
(viii) Form of Exhibit C to Shareholder Services
Plan for Florida Municipal Cash Trust
(24);
(ix) Form of multiple class plan (To be filed
by Amendment);
(x) 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.
_________________________
+ 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).
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).
(15)(i) Copy of Rule 12b-1 Plan of the
Registrant (7);
Additional Exhibits to the Rule 12b-1
Plan and Agreement 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.
(1) Conformed copy of Exhibit H to 12b-1
Plan for New York Municipal Cash Trust,
Cash II Shares (21);
(2) Conformed copy of Exhibit I to 12b-1
Plan for New York Municipal Cash Trust,
Institutional Service Shares (21);
(3) Conformed copy of Exhibit J to 12b-1
Plan 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).
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).
(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 (24);
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 March 31,1995
Shares of beneficial
interest (no par value)
Alabama Municipal Cash Trust 218
California Municipal Cash Trust 433
Connecticut Municipal Cash Trust
Institutional Service Shares 984
Florida Municipal Cash Trust 101
Maryland Municipal Cash Trust 216
Massachusetts Municipal Cash Trust
Institutional Service Shares 272
BayFunds Shares 3
____________________________
+All exhibits have been filed electronically.
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).
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. 33-31251 and 811-5911).
Number of Record
Holders as of
Title of Class March 31, 1995
Minnesota Municipal Cash Trust
Cash Series Shares 2,388
Institutional Shares 46
New Jersey Municipal Cash Trust
Institutional Service Shares 114
Institutional Shares 7
New York Municipal Cash Trust
Cash II Shares 100
Institutional Service Shares 187
North Carolina Municipal Cash Trust 278
Ohio Municipal Cash Trust
Cash II Shares 132
Institutional Shares 53
Pennsylvania Municipal Cash Trust
Cash Series Shares 598
Institutional Service Shares 274
Virginia Municipal Cash Trust
Institutional Shares 20
Institutional Service Shares 502
Item 27. Indemnification: (3.)
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.,
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).
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 Vice President
Federated Investors Tower President, and Treasurer, and Treasurer
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
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:
Federated Municipal Trust
Registrant Federated Investors Tower
Registrant Pittsburgh, PA 15222-3779
Federated Services Company
Transfer Agent, Dividend
Disbursing Agent and Federated Investors Tower
Portfolio Recordkeeper Pittsburgh, PA 15222-3779
Federative Administrative
Services Federated Investors Tower
Administrator Pittsburgh, PA 15222-3779
Federated Management Federated Investors Tower
Adviser Pittsburgh, PA 15222-3779
State Street Bank
Trust Company P.O. Box 8604
Custodian Boston, MA 02266-8604
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL
TRUST, certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule 485(a)
under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 19th day of May, 1995.
FEDERATED MUNICIPAL TRUST
BY: /s/ G. Andrew Bonnewell
G. Andrew Bonnewell, Assistant Secretary
Attorney in Fact for John F. Donahue
May 19, 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/G. Andrew Bonnewell
G. Andrew Bonnewell Attorney In Fact May 19, 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* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 4 (v) under Form N-1A
Exhibit 3(c) under Item 601/Reg.S-K
(FEDERATED MUNICIPAL TRUST)
(PENNSYLVANIA MUNICIPAL CASH TRUST-INSTITUTIONAL SHARES)
Number Shares
_____ _____
Account No. Alpha Code Organized under the See Reverse Side For
Laws of the Commonwealth Certain Definitions
of Massachusetts
THIS IS TO CERTIFY THAT is the owner of
CUSIP_(To be Supplied)
Fully Paid and Non-Assessable Shares of Beneficial Interest of
(PENNSYLVANIA MUNICIPAL CASH TRUST-INSTITUTIONAL SHARES) Portfolio of
(Federated Municipal Trust) hereafter called the "Trust", transferable
on the books of the Trust by the owner in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.
The shares represented hereby are issued and shall be held subject
to the provisions of the Declaration of Trust and By-Laws of the Trust
and all amendments thereto, to all of which the holder by acceptance
hereof assents.
This Certificate is not valid unless countersigned by the Transfer
Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be
signed in its name by its proper officers and to be sealed with its
seal.
Dated: (FEDERATED MUNICIPAL TRUST)
Corporate Seal
(1989)
Massachusetts
/s/ Edward C. Gonzales /s/ John F. Donahue
Vice President & Treasurer Chairman
Countersigned: [Federated
Services Company] Pittsburgh
Transfer Agent
By:
Authorized Signature
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-
...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
Act.............................
in common (State)
Additional abbreviations may also be used though not in the above
list.
For value received__________ hereby sell, assign, and transfer
unto
Please insert social security or other
identifying number of assignee
______________________________________
________________________________________________________________________
(Please print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________________
________________________________________________________________________
______________________________________________________________________
shares
of beneficial interest represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________
________________________________________________________________________
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated______________________
NOTICE:_____________________________
The signature to this assignment
must correspond with the name as
written upon the face of the
certificate in every particular,
without alteration or enlargement or
any change whatever.
All persons dealing with FEDERATED MUNICIPAL TRUST, a Massachusetts
business trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees, officers,
agents or shareholders of the Trust assume no personal liability
whatsoever for obligations entered into on behalf of the Trust.
THIS SPACE MUST NOT BE COVERED IN ANY WAY
DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One
A. The Certificate is outlined by an (color) one-half inch border.
B. The number in the upper left-hand corner and the number of shares
in the upper right-hand corner are outlined by octagonal boxes.
C. The cusip number in the middle right-hand area of the page is
boxed.
D. The Massachusetts corporate seal appears in the bottom middle of
the page.
Page Two
The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.
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
By:
John W. McGonigle William B. Dawson, III
Secretary Executive Vice President
Attest: FEDERATED MUNICIPAL TRUST
By:
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
By:
John W. McGonigle Glen R. Johnson
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
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
By:
John W. McGonigle Glen R. Johnson
Secretary President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
By:
S. Elliott Cohan Edward C. Gonzales
Secretary Executive Vice President
(SEAL)
<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
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 243,579
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 478,262
<AVERAGE-NET-ASSETS> 53,882,670
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .020
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .020
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<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
<ACCUMULATED-GAINS-PRIOR> 0
<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
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<NUMBER> 5
<NAME> MARYLAND MUNICIPAL CASH TRUST
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<NUMBER> 6
<NAME> MASS. MUNI CASH TRUST-INST. SERVICE SHARES
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<TABLE> <S> <C>
<S> <C>
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<SERIES>
<NUMBER> 7
<NAME> MASS. MUNI CASH TRUST-BAYFUNDS SHARES
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</TABLE>
<TABLE> <S> <C>
<S> <C>
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<SERIES>
<NUMBER> 8
<NAME> MINNESOTA MUNI CASH TRUST-INST SHARES
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<TABLE> <S> <C>
<S> <C>
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<SERIES>
<NUMBER> 9
<NAME> MINNESOTA MUNI CASH TRUST-CASH SERIES SHARES
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<PERIOD-END> OCT-31-1994
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<TABLE> <S> <C>
<S> <C>
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<NUMBER> 10
<NAME> NEW JERSEY MUNI CASH TRUST-INST SHARES
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<S> <C>
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<NUMBER> 11
<NAME> NEW JERSEY MUNI CASH TRUST-INST SERV SHARES
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<TABLE> <S> <C>
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<NUMBER> 12
<NAME> NORTH CAROLINA MUNICIPAL CASH TRUST
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<TABLE> <S> <C>
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<NAME> NEW YORK MUNCIPAL CASH TRUST-INSTIT SERV SH
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<NAME> VIRGINIA MUNI CASH TRUST-INST SERV SHARES
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