MUNICIPAL SECURITIES INCOME TRUST
497, 1994-10-28
Previous: KEMPER TAX EXEMPT INSUR INCOME TRU SER A 69 & MUL STA SER 27, 485BPOS, 1994-10-28
Next: MUNICIPAL SECURITIES INCOME TRUST, 497, 1994-10-28



CALIFORNIA MUNICIPAL INCOME FUND

(A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
FORTRESS SHARES
PROSPECTUS

The Fortress Shares of California Municipal Income Fund (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Municipal Securities Income
Trust (the "Trust"), an open-end management investment company (a mutual fund).
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the state of California and California municipalities. The Fund invests
primarily in a portfolio of California municipal securities.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


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

The Fund has also filed a Statement of Additional Information for Fortress
Shares dated October 31, 1994, with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is incorporated
by reference into this prospectus. You may request a copy of the Statement of
Additional Information free of charge by calling 1-800-235-4669. To obtain other
information or make inquiries about the Fund, contact your financial
institution.

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 October 31, 1994





TABLE OF CONTENTS

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


SUMMARY OF FUND EXPENSES                                                       1

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


FINANCIAL HIGHLIGHTS                                                           2

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


GENERAL INFORMATION                                                            3

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


FORTRESS INVESTMENT PROGRAM                                                    3

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


INVESTMENT INFORMATION                                                         4

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


  Investment Objective                                                         4


  Investment Policies                                                          4


  California Municipal Securities                                              7


  Investment Risks                                                             7


  Non-Diversification                                                          7


  Investment Limitations                                                       8



NET ASSET VALUE                                                                8

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


INVESTING IN FORTRESS SHARES                                                   8

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


  Share Purchases                                                              8


  Minimum Investment Required                                                  9


  What Shares Cost                                                             9


  Eliminating the Sales Load                                                  10


  Systematic Investment Program                                               11


  Exchange Privilege                                                          12


  Certificates and Confirmations                                              12


  Dividends and Distributions                                                 12



REDEEMING FORTRESS SHARES                                                     13

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


  Through a Financial Institution                                             13


  Directly by Mail                                                            13


  Contingent Deferred Sales Charge                                            14


  Systematic Withdrawal Program                                               15


  Accounts with Low Balances                                                  16



MUNICIPAL SECURITIES INCOME


  TRUST INFORMATION                                                           16

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


  Management of Municipal Securities


     Income Trust                                                             16


  Distribution of Fortress Shares                                             17


  Administration of the Fund                                                  18



SHAREHOLDER INFORMATION                                                       19

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


  Voting Rights                                                               19


  Massachusetts Partnership Law                                               19



TAX INFORMATION                                                               19

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


  Federal Income Tax                                                          19


  California Income Taxes                                                     21


  Other State and Local Taxes                                                 21



PERFORMANCE INFORMATION                                                       21

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


FINANCIAL STATEMENTS                                                          22

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


INDEPENDENT AUDITORS' REPORT                                                  32

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


ADDRESSES                                                      Inside Back Cover

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




SUMMARY OF FUND EXPENSES

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


                                FORTRESS SHARES


                        SHAREHOLDER TRANSACTION EXPENSES



<TABLE>
<S>                                                                                      <C>      <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).........................................................    1.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).........................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)(1)....................................    1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)............................     None
Exchange Fee..................................................................................     None
ANNUAL FORTRESS SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(2)..............................................................    0.00%
12b-1 Fee (after waiver)(3)...................................................................    0.26%
Total Other Expenses (after expense reimbursement)............................................    0.74%
    Shareholder Services Fee(4).......................................................   0.24%
         Total Fortress Shares Operating Expenses(5)..........................................    1.00%
</TABLE>



(1) The contingent deferred sales charge is 1.00% of the lesser of the original
purchase price or the net asset value of shares redeemed within four years of
their purchase date. For a more complete description see "Contingent Deferred
Sales Charge."



(2) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time at
its sole discretion. The maximum management fee is 0.40%.



(3) The maximum 12b-1 fee is 0.50%.



(4) The maximum shareholder services fee is 0.25%.



(5) The Total Fortress Shares Operating Expenses in the table above are based on
expenses expected during the fiscal year ending August 31, 1995. The Total
Fortress Shares Operating Expenses were 0.25% for the fiscal year ended August
31, 1994, and would have been 3.11% absent the voluntary waiver of the
management fee, waiver of a portion of the 12b-1 fee, and reimbursement of
certain other operating expenses.



    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF FORTRESS SHARES OF THE FUND
WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN FORTRESS SHARES" AND "MUNICIPAL
SECURITIES INCOME TRUST INFORMATION." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.



    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge permitted under the rules of the National
Association of Securities Dealers, Inc.



<TABLE>
<CAPTION>
                           EXAMPLE                              1 year     3 years     5 years     10 years
- -------------------------------------------------------------   -------    --------    --------    ---------
<S>                                                             <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000 investment
  assuming (1) 5% annual return and (2) redemption at the end
  of each time period........................................     $30        $ 53        $ 65        $ 131
You would pay the following expenses on the same investment,
  assuming no redemption.....................................     $20        $ 42        $ 65        $ 131
</TABLE>



    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.





CALIFORNIA MUNICIPAL INCOME FUND



FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



Reference is made to the Independent Auditors' Report on page 32.



<TABLE>
<CAPTION>
                                                                     YEAR ENDED AUGUST 31,
                                                                    -----------------------
                                                                     1994            1993*
                                                                    ------           ------
<S>                                                                 <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                $10.92           $10.00
- -----------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------
  Net investment income                                               0.59             0.44
- -----------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments             (0.91)            0.92
- -----------------------------------------------------------------   ------           ------
  Total from investment operations                                   (0.32)            1.36
- -----------------------------------------------------------------   ------           ------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------
  Dividends to shareholders from net investment income               (0.59)           (0.44)
- -----------------------------------------------------------------   ------           ------
NET ASSET VALUE, END OF PERIOD                                      $10.01           $10.92
- -----------------------------------------------------------------   ------           ------
TOTAL RETURN**                                                       (3.04%)          14.08%
- -----------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------
  Expenses                                                            0.25%            0.25%(a)
- -----------------------------------------------------------------
  Net investment income                                               5.61%            5.58%(a)
- -----------------------------------------------------------------
  Expense waiver/reimbursement (b)                                    2.86%            1.98%(a)
- -----------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------
  Net assets, end of period (000 omitted)                           $15,059          $11,513
- -----------------------------------------------------------------
  Portfolio turnover rate                                               63%               0%
- -----------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from December 2, 1992 (date of initial
   public investment) to August 31, 1993.



** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.



(a) Computed on an annualized basis.



(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended August 31, 1994, which can be obtained
free of charge.




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


The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated August 6, 1990. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. With respect to this Fund, as of the date of this
prospectus, the Board of Trustees (the "Trustees") has established one class of
shares, known as Fortress Shares ("Shares"). Shares of the Fund are designed for
customers of financial institutions such as broker/dealers, banks, fiduciaries,
and investment advisers as a convenient means of accumulating an interest in a
professionally managed, non-diversified portfolio investing primarily in
California municipal securities. A minimum initial investment of $1,500 is
required. Subsequent investments must be in amounts of at least $100. The Fund
is not likely to be a suitable investment for non-California taxpayers or
retirement plans since California municipal securities are not likely to produce
competitive after-tax yields for such persons and entities when compared to
other investments.


Except as otherwise noted in this prospectus, Shares are sold at net asset value
plus an applicable sales load and are redeemed at net asset value. However, a
contingent deferred sales charge ("CDSC") is imposed on certain Shares, other
than Shares purchased through reinvestment of dividends, which are redeemed
within four years of their purchase dates. Fund assets may be used in connection
with the distribution of Shares.


FORTRESS INVESTMENT PROGRAM

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

This class of shares is a member of a family of funds, collectively known as the
Fortress Investment Program. The other funds in the Program are:


     - American Leaders Fund, Inc. (Fortress Shares only), providing growth of
       capital and income through high-quality stocks;



     - Fortress Adjustable Rate U.S. Government Fund, Inc., providing current
       income consistent with lower volatility of principal through a
       diversified portfolio of adjustable and floating rate mortgage securities
       which are issued or guaranteed by the U.S. government, its agencies or
       instrumentalities;



     - Fortress Bond Fund, providing current income primarily through
       high-quality corporate debt;



     - Fortress Municipal Income Fund, Inc., providing a high level of current
       income generally exempt from the federal regular income tax by investing
       primarily in a diversified portfolio of municipal bonds;



     - Fortress Utility Fund, Inc., providing high current income and moderate
       capital appreciation primarily through equity and debt securities of
       utility companies;



     - Government Income Securities, Inc., providing current income through
       long-term U.S. government securities;



     - Liberty Equity Income Fund, Inc. (Fortress Shares only), providing above
       average income and capital appreciation through income producing equity
       securities;





     - Limited Term Fund (Fortress Shares only), providing a high level of
       current income consistent with minimum fluctuation in principal value;



     - Limited Term Municipal Fund (Fortress Shares only), providing a high
       level of current income which is exempt from federal regular income tax
       consistent with the preservation of capital;



     - Money Market Management, Inc., providing current income consistent with
       stability of principal through high-quality money market instruments;



     - New York Municipal Income Fund (Fortress Shares only), providing current
       income exempt from federal regular income tax, New York personal income
       taxes, and New York municipalities income taxes;



     - Ohio Municipal Income Fund (Fortress Shares only), providing current
       income exempt from federal regular income tax and Ohio personal income
       taxes; and



     - World Utility Fund, providing total return by investing primarily in
       securities issued by domestic and foreign companies in the utilities
       industry.


Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.

The Fortress Investment Program provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles, and by providing
the investment services of a proven, professional investment adviser.


INVESTMENT INFORMATION

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

INVESTMENT OBJECTIVE


The investment objective of the Fund is to provide current income exempt from
federal regular income tax (federal regular income tax does not include the
federal alternative minimum tax) and the personal income taxes imposed by the
state of California and California municipalities. The investment objective
cannot be changed without approval of shareholders. 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.



Interest income of the Fund that is exempt from the income taxes described above
retains its exempt status when distributed to the Fund's shareholders. Income
distributed by the Fund may not necessarily be exempt from state or municipal
taxes in states other than California.


INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in securities
which are exempt from federal regular income tax and personal income taxes
imposed by the state of California and California municipalities. At least 65%
of the value of the Fund's total assets will be invested in obligations issued
by or on behalf of the state of California, its political subdivisions, or
agencies. Unless indicated otherwise, investment policies of the Fund may be
changed by the Trustees without approval of



shareholders. Shareholders will be notified before any material changes in these
policies become effective.

ACCEPTABLE INVESTMENTS.  The securities in which the Fund invests include:


     - obligations issued by or on behalf of the state of California, its
       political subdivisions, or agencies;



     - debt obligations of any state, territory, or possession of the United
       States, including the District of Columbia, or any political subdivision
       of any of these; and



     - participation interests, as described below, in any of the above
       obligations,


the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income tax imposed
by the state of California and California municipalities.

The prices of fixed income securities fluctuate inversely to the direction
of interest rates.


     CHARACTERISTICS.  The California municipal securities which the Fund buys
     are investment grade bonds rated Aaa, Aa, A, or Baa by Moody's Investors
     Service, Inc. ("Moody's"), or AAA, AA, A, or BBB by Standard and Poor's
     Ratings Group ("S&P") or Fitch Investors Service, Inc. ("Fitch"). In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     judges the bonds to have the same characteristics as the investment grade
     bonds described above. If a bond is rated below investment grade according
     to the characteristics set forth here after the Fund has purchased it, the
     Fund is not required to drop the bond from the portfolio, but will consider
     appropriate action. Bonds rated "BBB" by S&P or Fitch or "Baa" by Moody's
     have speculative characteristics. Changes in economic or other
     circumstances are more likely to lead to weakened capacity to make
     principal and interest payments than higher rated bonds. A description of
     the rating categories is contained in the Appendix to the Statement of
     Additional Information.



     PARTICIPATION INTERESTS.  The Fund may purchase participation interests
     from financial institutions such as commercial banks, savings and loan
     associations, and insurance companies. These participation interests give
     the Fund an undivided interest in California municipal securities. The
     financial institutions from which the Fund purchases participation
     interests frequently provide or secure irrevocable letters of credit or
     guarantees to assure that the participation interests are of high quality.
     The Trustees of the Trust will determine that participation interests meet
     the prescribed quality standards for the Fund.



     VARIABLE-RATE MUNICIPAL SECURITIES.  Some of the California municipal
     securities which the Fund purchases may have variable interest rates.
     Variable interest rates are ordinarily based on a published interest rate,
     interest rate index, or a similar standard, such as the 91-day U.S.
     Treasury bill rate. Many variable-rate municipal securities are subject to
     payment of principal on demand by the Fund in not more than seven days. All
     variable-rate municipal securities will meet the quality standards for the
     Fund. The Fund's investment adviser has been instructed by the Trustees to
     monitor the pricing, quality, and liquidity of the variable-rate municipal
     securities, including participation interests held by the Fund on the basis
     of published financial information and reports of the rating agencies and
     other analytical services.





     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities and may be considered to be illiquid. They may take the form
     of a lease, an installment purchase contract, a conditional sales contract
     or a participation certificate on any of the above. Lease obligations may
     be subject to periodic appropriation. If the entity does not appropriate
     funds for future lease payments, the entity cannot be compelled to make
     such payments. In the event of 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.



RESTRICTED SECURITIES.  The Fund may invest up to 10% of its total assets in
restricted securities. Restricted securities are any securities in which the
Fund may otherwise invest pursuant to its investment objective and policies but
which are subject to restriction upon resale under federal securities laws. To
the extent these securities are deemed to be illiquid, the Fund will limit its
purchases, together with other securities considered to be illiquid, to 15% of
its net assets.



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/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.


TEMPORARY INVESTMENTS.  Under normal circumstances, the Fund invests its assets
so that at least 80% of its annual interest income is exempt from federal
regular income tax and the personal income taxes imposed by the state of
California and California municipalities. This policy cannot be changed without
shareholder approval. However, from time to time, when the investment adviser
determines that market conditions call for a temporary defensive posture, the
Fund may invest in short-term non-California municipal tax-exempt obligations or
taxable temporary investments. These temporary investments include: notes issued
by or on behalf of municipal or corporate issuers; obligations issued or
guaranteed by the U.S. government, its agencies, or instrumentalities; other
debt securities; commercial paper; certificates of deposit of banks; and
repurchase agreements (arrangements in which the organization selling the Fund a
bond or temporary investment agrees at the time of sale to repurchase it at a
mutually agreed upon time and price).


There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those rated within
the investment grade categories described under "Acceptable
Investments--Characteristics" (if rated) or (if unrated) those which the
investment adviser judges to have the same characteristics as such investment
grade securities.



Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or personal income taxes imposed by the state of California or California
municipalities.

CALIFORNIA MUNICIPAL SECURITIES

California 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.

California municipal securities include industrial development bonds issued by
or on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on California 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 California municipal securities and demand features, or the credit enhancers
of either, to meet their obligations for the payment of interest and principal
when due. Investing in California municipal securities meeting the Fund's
quality standards may not be possible if the state of California or its
municipalities do not maintain their current credit ratings. In addition,
certain California constitutional amendments, legislative measures, executive
orders, administrative regulations, and voter initiatives could result in
adverse consequences affecting California municipal securities. Further, any
adverse economic conditions or developments affecting the state of California or
its municipalities could have an impact on the Fund's portfolio.

A further discussion of the risks of a portfolio which invests largely in
California municipal securities is contained in the Statement of Additional
Information.

NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities 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.

The Fund intends to comply with Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). This undertaking requires that at the end of each
quarter of the taxable year: (a) 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 (b) 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 directly through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 10% of the value of
those assets to secure such borrowings.

The above investment limitation cannot be changed without shareholder approval.
The following limitation, however, can be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 5% of its total assets in industrial
development bonds when the payment of principal and interest is the
responsibility of companies (or guarantors, where applicable) with less than
three years of continuous operations, including the operation of any
predecessor.


NET ASSET VALUE

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

The Fund's net asset value per Share fluctuates. It is determined by dividing
the sum of the market value of all securities and all other assets, less
liabilities, by the number of Shares outstanding.


INVESTING IN FORTRESS SHARES

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through an investment dealer who has a sales agreement with the
distributor, Federated Securities Corp., or directly from Federated Securities
Corp. (once an account has been established), either by mail or by wire. The
Fund reserves the right to reject any purchase request.


THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or an investment dealer) to place an order to purchase Shares.
Orders through a financial institution are considered received when the Fund is
notified of the purchase order. Purchase orders through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for Shares to be purchased at that day's price. Purchase orders through
other financial institutions must be received by




the financial institution and transmitted to the Fund before 4:00 P.M. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly.

The financial institution which maintains investor accounts with the Fund must
do so on a fully disclosed basis unless it accounts for share ownership periods
used in calculating the CDSC (see "Contingent Deferred Sales Charge"). In
addition, advance payments made to financial institutions may be subject to
reclaim by the distributor for accounts transferred to financial institutions
which do not maintain investor accounts on a fully disclosed basis and do not
account for share ownership periods (see "Other Payments to Financial
Institutions").


DIRECTLY BY MAIL.  To purchase Shares by mail directly from Federated Securities
Corp. once an account has been established:



     - complete and sign the new account form available from the Fund;



     - enclose a check made payable to California Municipal Income
       Fund--Fortress Shares; and



     - send both to the Fund's transfer agent, Federated Services Company, c/o
       State Street Bank and Trust Company ("State Street Bank"), P.O. Box 8604,
       Boston, MA 02266-8604.


Purchases by mail are considered received after payment by check is converted by
the transfer agent's bank, State Street Bank, into federal funds. This is
generally the next business day after State Street Bank receives the check.


DIRECTLY BY WIRE.  To purchase Shares directly from Federated Securities Corp.
by Federal Reserve wire, call the Fund. All information needed will be taken
over the telephone, and the order is considered received when State Street Bank
receives payment by wire.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $1,500. Subsequent investments must
be in amounts of at least $100.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received, plus a sales load of 1% of the offering price (which is 1.01% of the
net amount invested). Further, there is no sales load for purchases of $1
million or more. In addition, no sales load is imposed for Shares purchased
through bank trust departments or investment advisers registered under the
Investment Advisers Act of 1940 purchasing on behalf of their clients, or by
sales representatives, Trustees, and employees of the Fund, Federated Advisers,
and Federated Securities Corp., or their affiliates, or any investment dealer
who has a sales agreement with Federated Securities Corp., their spouses and
children under age 21, or any trusts or pension or profit-sharing plans for
these persons. Unaffiliated institutions through whom Shares are purchased may
charge fees for 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 institution with regard to services provided, the
fees charged for these services, and any restrictions and limitations imposed.



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

Under certain circumstances, described under "Redeeming Fortress Shares,"
shareholders may be charged a CDSC by the distributor at the time Shares are
redeemed.


DEALER CONCESSION.  For sales of Shares, the distributor will normally offer to
pay dealers up to 100% of the sales load retained by it. Any portion of the
sales load which is not paid to a broker/dealer will be retained by the
distributor. However, from time to time, and at the sole discretion of the
distributor, all or part of that portion may be paid to a dealer.


The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.

ELIMINATING THE SALES LOAD

The sales load can be eliminated on the purchase of Shares through:


     - quantity discounts and accumulated purchases;



     - signing a 13-month letter of intent;



     - using the reinvestment privilege;



     - purchases with proceeds from redemptions of unaffiliated investment
       companies; or



     - concurrent purchases.



QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  There is no sales load for
purchases of $1 million or more. The Fund will combine purchases made on the
same day by the investor, his spouse, and his children under age 21 when it
calculates the sales load.



If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $900,000 and he
purchases $100,000 more at the current public offering price, there will be no
sales load on the additional purchase. The Fund will also combine purchases for
the purpose of reducing the CDSC imposed on some Share redemptions. For example,
if a shareholder already owns Shares having a current value at public offering
price of $1 million and purchases an additional $1 million at the current public
offering price, the applicable CDSC would be reduced to .50% of those additional
Shares. For more information on the levels of CDSCs and holding periods, see the
section entitled "Contingent Deferred Sales Charge."


To receive the sales load elimination and/or the CDSC reduction, Federated
Securities Corp. must be notified by the shareholder in writing or by the
shareholder's financial institution at the time the purchase is made that Shares
are already owned or that purchases are being combined. The Fund will eliminate
the sales load and/or reduce the CDSC after it confirms the purchases.




LETTER OF INTENT.  If a shareholder intends to purchase at least $1 million of
Shares over the next 13 months, the sales load may be reduced by signing a
letter of intent to that effect. This letter of intent includes a provision for
a sales load elimination depending on the amount actually purchased within the
13-month period and a provision for the Fund's custodian to hold 1.00% of the
total amount intended to be purchased in escrow (in Shares) until such purchase
is completed.



The 1.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent,
which must be $1 million or more of Shares, is not purchased. In this event, an
appropriate number of escrowed Shares may be redeemed in order to realize the
1.00% sales load.


This letter of intent also includes a provision for reductions in the CDSC and
holding period depending on the amount actually purchased within the 13-month
period. For more information on the various levels of CDSCs and holding periods,
see the section entitled "Contingent Deferred Sales Charge."


This letter of intent will not obligate the shareholder to purchase Shares. The
letter may be dated as of a prior date to include any purchases made within the
past 90 days. Purchases within the prior 90 days may be used to fulfill the
requirements of the letter of intent; however, the sales load on prior purchases
will not be adjusted to reflect a lower sales load.



REINVESTMENT PRIVILEGE.  If Shares have been redeemed, the shareholder has a
one-time right, within 120 days, to reinvest the redemption proceeds at the
next-determined net asset value without any sales load. Federated Securities
Corp. must be notified by the shareholder in writing or by his financial
institution of the reinvestment in order to receive this elimination of the
sales load. If the shareholder redeems his Shares, there may be tax
consequences.



PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase Shares at net asset value, without a sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution at the time the purchase is made.


CONCURRENT PURCHASES.  For purposes of qualifying for a sales load elimination,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Fortress Investment Program, the purchase prices of which include a
sales load. For example, if a shareholder concurrently invested $400,000 in one
of the other Fortress Funds and $600,000 in Shares, the sales load would be
eliminated. To receive this sales load elimination, Federated Securities Corp.
must be notified by the shareholder in writing or by his financial institution
at the time the concurrent purchases are made. The Fund will eliminate the sales
load after it confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM


Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. Under this program, funds may be automatically withdrawn
periodically from the shareholder's checking account and invested in Shares at
the net asset value next determined after an order is received by Federated
Services Company, plus the 1% sales load for purchases under $1 million. A




shareholder may apply for participation in this program through Federated
Securities Corp. or his financial institution.

EXCHANGE PRIVILEGE

Shares in California Municipal Cash Trust or in other Fortress Funds may be
exchanged for Shares at net asset value without a sales load (if previously
paid) or a CDSC. The exchange privilege is available to shareholders residing in
any state in which the shares being acquired may be legally sold.

Shares in certain Federated Funds which are advised by subsidiaries or
affiliates of Federated Investors may also be exchanged for Shares at net asset
value. With the exception of exchanges into California Municipal Cash Trust and
other Fortress Funds, such exchanges will be subject to a CDSC and possibly a
sales load.

Shareholders using this privilege must exchange shares having a net asset value
which at least meets the minimum investment required for the fund into which the
exchange is being made. Shareholders who desire to automatically exchange Shares
of a predetermined amount on a monthly, quarterly, or annual basis may take
advantage of a systematic exchange privilege. Further information on these
exchange privileges is available by calling Federated Securities Corp. or the
shareholder's financial institution.


Before a financial institution may request exchange by telephone on behalf of a
shareholder, an authorization form permitting the Fund to accept exchange by
telephone must first be completed. Telephone exchange instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.



Exercise of the exchange privilege is treated as a sale for federal income tax
purposes. Depending on the circumstances, a short-term or long-term capital gain
or loss may be realized. Before making an exchange, a shareholder must receive a
prospectus of the fund for which the exchange is being made.


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
on the application or by contacting the Fund.


Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly statements are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared daily and paid monthly. Distributions of any net realized
long-term capital gains will be made at least once every twelve months.
Dividends and distributions are automatically reinvested on payment dates in
additional Shares at net asset value without a sales load, unless shareholders
request cash payments on the application or by writing to Federated Services
Company.


Shares purchased through a financial institution, for which payment by wire is
received by State Street Bank on the business day following the order, begin to
earn dividends on the day the wire payment is received. Otherwise, Shares
purchased by wire begin to earn dividends on the business day after wire payment
is received by State Street Bank. Shares purchased by mail, or through a
financial institution,




if the financial institution's payment is by check, begin to earn dividends on
the second business day after the check is received by Federated Services
Company.

Shares earn dividends through the business day that proper written redemption
instructions are received by Federated Services Company.

REDEEMING FORTRESS SHARES

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



The Fund redeems Shares at their net asset value, less any applicable CDSC, 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 through a
financial institution or directly from the Fund by written request.


THROUGH A FINANCIAL INSTITUTION


A shareholder may redeem Shares by calling his financial institution (such as a
bank or an investment dealer) to request the redemption. Shares will be redeemed
at the net asset value next determined after the Fund receives the redemption
request from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for Shares to be redeemed at that day's net asset value. Redemption
requests through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 P.M. (Eastern time) in order
for Shares to be redeemed at that day's net asset value. The financial
institution is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund. The financial
institution may charge customary fees and commissions for this service. If, at
any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders will be promptly notified.



Before a financial institution may request redemption by telephone on behalf of
a shareholder, an authorization form permitting the Fund to accept redemption
requests by telephone must first be completed. Telephone redemption instructions
may be recorded. If reasonable procedures are not followed by the Fund, it may
be liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as "Directly by Mail," should be considered.


DIRECTLY BY MAIL

Shareholders may also redeem Shares by sending a written request to Federated
Services Company, c/o State Street Bank, P.O. Box 8604, Boston, MA 02266-8604.
This written request must include the shareholder's name, the Fund name and
class of shares, the account number, and the share or dollar amount to be
redeemed. Shares will be redeemed at their net asset value, less any applicable
CDSC, next determined after the transfer agent receives the redemption request.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders may call the Fund for assistance in redeeming by mail.




SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, 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 signatures on written redemption requests guaranteed by:



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



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



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

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

RECEIVING PAYMENT.  A check for the proceeds is mailed within seven days after
receipt of proper written redemption instructions from a broker or from the
shareholder.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming Shares from their Fund accounts within certain time
periods of the purchase date of those Shares will be charged a CDSC by the
Fund's distributor of the lesser of the original price or the net asset value of
the Shares redeemed as follows:


<TABLE>
<CAPTION>
                                                                             CONTINGENT DEFERRED
                 AMOUNT OF PURCHASE                       SHARES HELD           SALES CHARGE
- ----------------------------------------------------   ------------------   ---------------------
<S>                                                    <C>                  <C>
Up to $1,999,999....................................   less than 4 years               1%
$2,000,000 to $4,999,999............................   less than 2 years             .50%
$5,000,000 or more..................................    less than 1 year             .25%
</TABLE>



In instances in which Shares have been acquired in exchange for shares in other
Fortress Funds, (i) the purchase price is the price of the shares when
originally purchased and (ii) the time period during which the shares are held
will run from the date of the original purchase. The CDSC will not be imposed on
Shares acquired through the reinvestment of dividends or distributions of
long-term capital gains. In computing the amount of CDSC for accounts with
shares subject to a single holding period, if any, redemptions are deemed to
have occurred in the following order: (1) Shares acquired through the
reinvestment of dividends and long-term capital gains, (2) purchases of Shares
occurring prior to the number of years necessary to satisfy the applicable
holding period, and (3) purchases of Shares occurring within the current holding
period. For accounts with Shares subject to multiple Share holding periods, the
redemption sequence will be determined first, with reinvested dividends and
long-term capital gains, and second, on a first-in, first-out basis.


The CDSC will not be imposed when a redemption results from a return from the
death or disability of the beneficial owner. CDSCs are not charged in connection
with exchanges of Shares for shares in




California Municipal Cash Trust or shares in other Fortress Funds, or in
connection with redemptions by the Fund of accounts with low balances. Shares of
the Fund originally purchased through a bank trust department or investment
adviser registered under the Investment Advisers Act of 1940, as amended, are
not subject to the CDSC. A different CDSC will be charged when Shares purchased
with the proceeds of a redemption of an unaffiliated mutual fund as described
below are redeemed within one year of purchase.



Shareholders who purchased Shares with the proceeds of a redemption of shares of
a mutual fund sold with a sales load or commission and not distributed by
Federated Securities Corp. will be charged a CDSC by the Fund's distributor of
.50 of 1% for redemptions made within one year of purchase. The CDSC will be
calculated based upon the lesser of the original purchase price of the Shares or
the net asset value of the Shares when redeemed. The redemption fee will not be
imposed on Shares acquired through reinvestment of dividends or distributions of
short-term or long-term capital gains. Redemptions are deemed to have occurred
in the following order: (1) Shares acquired through the reinvestment of
dividends and long-term capital gains; (2) purchases of Shares occurring more
than one year before the date of the redemption; (3) purchases of Shares within
the previous year without the use of redemption proceeds as described above; and
(4) purchases of Shares within the previous year through the use of redemption
proceeds as described above.



The CDSC will not be imposed when a redemption results from a tax-free return
under the following circumstances: (i) a total or partial distribution from a
qualified plan, other than an IRA, Keogh Plan, or a custodial account, following
retirement; (ii) a total or partial distribution from an IRA, Keogh Plan, or a
custodial account, after the beneficial owner attains age 59 1/2; or (iii) from
the death or permanent and total disability of the beneficial owner. The
exemption from the CDSC for qualified plans, an IRA, Keogh Plan, or a custodial
account does not extend to account transfers, rollovers, and other redemptions
made for purposes of reinvestment.


SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive monthly or quarterly payments of a
predetermined amount may take advantage of the Systematic Withdrawal Program.
Under this program, Shares are redeemed to provide for periodic withdrawal
payments in an amount directed by the shareholder; the minimum withdrawal amount
is $100. Depending upon the amount of the withdrawal payments, the amount of
dividends paid and capital gains distributions with respect to Shares, and the
fluctuation of the net asset value of Shares redeemed under this program,
redemptions may reduce, and eventually deplete, the shareholder's investment in
the Fund. For this reason, payments under this program should not be considered
as yield or income on the shareholder's investment in the Fund. To be eligible
to participate in this program, a shareholder must have invested at least
$10,000 in the Fund (at current offering price).

A shareholder may apply for participation in this program through Federated
Securities Corp. Due to the fact that Shares are sold with a sales load, it is
not advisable for shareholders to be purchasing Shares while participating in
this program.

CDSCs are charged for Shares redeemed through this program within four years of
their purchase dates.



ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,500. This
requirement does not apply, however, if the balance falls below $1,500 because
of changes in the Fund's net asset value. 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.

MUNICIPAL SECURITIES INCOME TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF MUNICIPAL SECURITIES INCOME TRUST

BOARD OF TRUSTEES.  Municipal Securities Income Trust is managed by a Board of
Trustees. The Trustees are responsible for managing the business affairs of
Municipal Securities Income Trust and for exercising all of the powers of
Municipal Securities Income Trust except those reserved for the shareholders.
The Executive Committee of the Board of Trustees handles the Trustees'
responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with Municipal
Securities Income Trust, investment decisions for the Fund are made by Federated
Advisers, the Fund's investment adviser (the "Adviser"), subject to direction by
the Trustees. The Adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee
     equal to .40 of 1% of the Fund's average daily net assets. The Adviser may
     voluntarily choose to waive a portion of its fee or reimburse the Fund for
     certain operating expenses. The Adviser can terminate this voluntary waiver
     or reimbursement of expenses at any time in its sole discretion. The
     Adviser has also undertaken to reimburse the Fund for operating expenses in
     excess of limitations established by certain states.


     ADVISER'S BACKGROUND.  Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940, as amended. 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 Advisers 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, including over $8 billion in municipal
     investments. 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.


     James D. Roberge has been the Fund's portfolio manager since June, 1993.
     Mr. Roberge joined Federated Investors in 1990 and has been an Assistant
     Vice President of the Fund's Adviser since 1992. From 1990 until 1992, Mr.
     Roberge acted as an investment analyst. Mr. Roberge received his M.B.A. in
     Finance from Wharton Business School in 1990.


DISTRIBUTION OF FORTRESS SHARES


Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.



DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of
0.50 of 1% of the average daily net asset value of Shares to finance any
activity which is principally intended to result in the sale of Shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers.


The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.

In addition, the Trust has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of Shares to obtain certain personal services for shareholders
and the maintenance of shareholder accounts ("shareholder services"). The Trust
has entered into a Shareholder Services Agreement with Federated Shareholder
Services, a subsidiary of Federated Investors, under which Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon Shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Trust and Federated Shareholder Services.


OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition, the distributor will pay
financial institutions, for distribution and/or administrative services, an
amount equal to 1.00% of the offering price of the Shares acquired by their
clients or customers on purchases up to $1,999,999, .50% of the offering price
on purchases of $2,000,000 to $4,999,999, and .25% of the offering price on
purchases of $5,000,000 or more. (This fee is in addition to the 1.00% sales
charge on purchases of less than $1 million.)





Furthermore, the distributor may offer to pay a fee from its own assets to
financial institutions as financial assistance for providing substantial
marketing and sales support. The support may include participating in sales,
educational and training seminars at recreational-type facilities, providing
sales literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Adviser or its
affiliates.



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 Board of Trustees will consider appropriate changes in the 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 which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:


<TABLE>
<CAPTION>
       MAXIMUM               AVERAGE AGGREGATE DAILY NET
 ADMINISTRATIVE FEE         ASSETS OF THE FEDERATED FUNDS
- ---------------------    ------------------------------------
<S>                      <C>
     0.150 of 1%              on the first $250 million
     0.125 of 1%               on the next $250 million
     0.100 of 1%               on the next $250 million
     0.075 of 1%         on assets in excess of $750 million
</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.


CUSTODIAN.  State Street Bank and Trust Company, P.O. Box 8604, Boston,
Massachusetts 02266-8604, is custodian for the securities and cash of the Fund.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8604, Boston, Massachusetts 02266-8604, is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.

LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin,
L.L.P., 2101 L Street, N.W., Washington, D.C.




INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche LLP, Boston, Massachusetts.


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 fund or class, only shares of that fund or class are
entitled to vote. As of September 28, 1994, Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL, owned 38.28% of the voting securities of the Fund, and,
therefore, may, for certain purposes, be deemed to control the Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.


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 all series in the
Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

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

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the 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 federal regular income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds, although tax-exempt interest will increase the taxable income of certain
recipients of social security benefits. However, under the Tax Reform Act of
1986, dividends representing net interest income earned on some municipal bonds
may be included in calculating the federal individual alternative minimum tax or
the federal alternative minimum tax for corporations.



The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, 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.



The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.


In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum 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. Information on the tax status of dividends and distributions
is provided annually.




CALIFORNIA INCOME TAXES


Under existing California laws, distributions made by the Fund will not be
subject to California individual income taxes provided that such distributions
qualify as "exempt-interest dividends" under the California Revenue and Taxation
Code, and provided further that at the close of each quarter, at least 50
percent of the value of the total assets of the Fund consists of obligations the
interest on which is exempt from California taxation under either the
Constitution or laws of California or the Constitution or laws of the United
States. The Fund will furnish its shareholders with a written note designating
exempt-interest dividends within 60 days after the close of its taxable year.
Conversely, to the extent that distributions made by the Fund are derived from
other types of obligations, such distributions will be subject to California
individual income taxes.

Dividends of the Fund are not exempt from the California taxes payable by
corporations.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from state income taxes in states
other than California or from personal property taxes. State laws differ on this
issue, and shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.

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


From time to time, the Fund advertises the total return, yield, and
tax-equivalent yield for Shares.


Total return represents the change, over a specific period of time, in the value
of an investment in Shares after reinvesting all income and capital gains
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The tax-equivalent yield of Shares is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that Shares would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

The performance information reflects the effect of the maximum sales load and
other similar non-recurring charges, such as the CDSC, which, if excluded, would
increase the total return, yield, and tax-equivalent yield.

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



CALIFORNIA MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
 AMOUNT                                                                    OR S&P*       VALUE
- ---------    ----------------------------------------------------------   ---------   -----------
<C>          <S>                                                          <C>         <C>
</TABLE>


<TABLE>
<C>          <S>                                                          <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--97.7%
- -----------------------------------------------------------------------
             CALIFORNIA--93.0%
             ----------------------------------------------------------
$400,000     ABAG Finance Authority, CA, 5.25% COPS (Series 1993)/
             (Stanford University Hospital), 11/1/2020                       Aa       $   346,448
             ----------------------------------------------------------
 650,000     California Educational Facilities Authority, 6.20% Revenue
             Bonds (National University)/(Connie Lee Insured)/
             (Original Issue Yield: 6.277%), 5/1/2021                        AAA          645,041
             ----------------------------------------------------------
 625,000     California Educational Facilities Authority, 6.60% Revenue
             Bonds (Series 1994)/(Loyola Marymount University),
             10/1/2022                                                       A1           633,206
             ----------------------------------------------------------
1,000,000    California Health Facilities Finance Authority, 5.75%
             Revenue Bonds (Series A)/(St. Francis Medical
             Center)/(Original Issue Yield: 5.839%), 10/1/2023               Aa           917,080
             ----------------------------------------------------------
 250,000     California Health Facilities Finance Authority, 6.25%
             Revenue Bonds (Kaiser Permanente), 3/1/2021                     Aa2          246,025
             ----------------------------------------------------------
 400,000     California HFA Multi Family Housing, 5.50% Revenue Bonds
             (Series A), 8/1/2015                                            A+           352,092
             ----------------------------------------------------------
1,340,000    California HFA, 6.45% Revenue Bonds (1994 Series B-1)/
             (Subject to AMT), 2/1/2011                                      Aa         1,352,100
             ----------------------------------------------------------
2,000,000    California HFA, 6.75% Revenue Bonds (1994 Series C)/
             (Subject to AMT), 2/1/2025                                      Aa         2,024,320
             ----------------------------------------------------------
 300,000     California Pollution Control Financing Authority, 5.85%
             Refunding Revenue Bonds (Pacific Gas & Electric Co.)/
             (Series 1993B)/(Subject to AMT), 12/1/2023                      A1           275,679
             ----------------------------------------------------------
 500,000     California Pollution Control Financing Authority, 5.875%
             Refunding Revenue Bonds (Pacific Gas & Electric Co.)/
             (Subject to AMT), 6/1/2023                                      A1           461,330
             ----------------------------------------------------------
</TABLE>




CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
 AMOUNT                                                                    OR S&P*       VALUE
- ---------    ----------------------------------------------------------   ---------   -----------
<C>          <S>                                                          <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
             CALIFORNIA--CONTINUED
             ----------------------------------------------------------
$500,000     California Pollution Control Financing Authority, 6.35%
             Revenue Bonds (Pacific Gas & Electric Co.)/(Series 1992B)/
             (Subject to AMT), 6/1/2009                                      A1       $   504,055
             ----------------------------------------------------------
 500,000     California Pollution Control Financing Authority, 6.40%
             Refunding Revenue Bonds (Series 1992)/(Southern California
             Edison Co.)/(Subject to AMT), 12/1/2024                         Aa3          497,285
             ----------------------------------------------------------
 600,000     California State, UT, 6.00% GO Bonds (Original Issue
             Yield: 6.25%)/(MBIA Insured), 10/1/2021                         AAA          585,846
             ----------------------------------------------------------
 500,000     Chula Vista, CA, 6.40% IDR Bonds (San Diego Gas & Electric
             Co.)/(Series 1992A)/(Subject to AMT), 12/1/2027                 Aa3          500,865
             ----------------------------------------------------------
 500,000     East Bay, CA, Municipal Utility District, 6.00% Water
             System Revenue Bonds (Series 1992), 6/1/2020                    A1           482,800
             ----------------------------------------------------------
 200,000     Fresno, CA, Health Facilities, 5.625% Revenue Bonds
             (Original Issue: 5.85%)/(Holy Cross Health System Corp),
             12/1/2018                                                       AA-          178,984
             ----------------------------------------------------------
1,000,000    Los Angeles, CA, Community Redevelopment Agency of the
             City Housing, 6.55% Revenue Refunding Bonds (Series
             1994A)/(AMBAC Insured), 1/1/2027                                AAA        1,012,200
             ----------------------------------------------------------
 200,000     Los Angeles, CA, Community Redevelopment Financing
             Authority, 5.90% Qualified Redevelopment Bonds (Series
             1993A)/(Grand Central Square)/(Original Issue Yield:
             6.00%)(Subject to AMT), 12/1/2026                                A           182,362
             ----------------------------------------------------------
 500,000     Los Angeles, CA, Department of Water & Power, 6.00%
             (Electric Plant Revenue Bonds), 8/15/2032                       Aa           474,305
             ----------------------------------------------------------
 500,000     Marin, CA, Municipal Water District, 5.65% Water Revenue
             Bonds, 7/1/2023                                                 AA           449,675
             ----------------------------------------------------------
 250,000     San Francisco, CA, City & County, 6.10% Refunding Revenue
             Bonds (San Francisco International Airport)/(MBIA
             Insured)/ (Subject to AMT), 5/1/2013                            Aaa          251,140
             ----------------------------------------------------------
</TABLE>




CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
 AMOUNT                                                                    OR S&P*       VALUE
- ---------    ----------------------------------------------------------   ---------   -----------
<C>          <S>                                                          <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
             CALIFORNIA--CONTINUED
             ----------------------------------------------------------
 975,000     Santa Cruz, CA, Sewer Secondary Waste Water Treatment,
             6.25% Refunding Bonds (Series C), 11/1/2023                      A           948,158
             ----------------------------------------------------------
</TABLE>




CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
 AMOUNT                                                                    OR S&P*       VALUE
- ---------    ----------------------------------------------------------   ---------   -----------
<C>          <S>                                                          <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
             CALIFORNIA--CONTINUED
             ----------------------------------------------------------
$500,000     Sequoia, CA, Hospital District, 5.375% Refunding Bonds
             (Original Issue Yield: 5.55%), 8/15/2013                        A-       $   438,195
             ----------------------------------------------------------
 300,000     Sequoia, CA, Hospital District, 5.375% Refunding Bonds
             (Original Issue Yield: 5.65%), 8/15/2023                        A-           250,122
             ----------------------------------------------------------               -----------
             Total                                                                     14,009,313
             ----------------------------------------------------------               -----------
             PUERTO RICO--4.7%
             ----------------------------------------------------------
 250,000     Puerto Rico Electric Power Authority, 6.25% Refunding
             Revenue Bonds (Series R), 7/1/2017                              A-           249,643
             ----------------------------------------------------------
 450,000     Puerto Rico Electric Power Authority, 6.375% Revenue Bonds
             (Series T)/(Original Issue Yield: 6.58%), 7/1/2024              A-           454,680
             ----------------------------------------------------------               -----------
             Total                                                                        704,323
             ----------------------------------------------------------               -----------
             TOTAL LONG-TERM MUNICIPAL SECURITIES
             (IDENTIFIED COST, $15,004,252)                                           $14,713,636+
             ----------------------------------------------------------               -----------
</TABLE>



*Please refer to the Appendix of the Statement of Additional Information for an
 explanation of the credit ratings. Current credit ratings are unaudited.



+ The cost of investments for federal tax purposes amounts to $15,004,252. The
  net unrealized depreciation on a federal tax basis amounts to $290,616, which
  is comprised of $385,541 depreciation and $94,925 appreciation at August 31,
  1994.



Note: The categories of investments are shown as a percentage of net assets
      ($15,058,526) at August 31, 1994.



CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

The following abbreviations are used in this portfolio:


<TABLE>
<S>   <C>
AMBAC --American Municipal Bond Assurance Corporation
AMT   --Alternative Minimum Tax
COPs  --Certificates of Participation
GO    --General Obligations
HFA   --Housing Finance Authority/Agency
IDR   --Industrial Development Revenue
MBIA  --Municipal Bond Investors Assurance
UT    --Unlimited Tax
</TABLE>



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




CALIFORNIA MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 1994

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


<TABLE>
<S>                                                                     <C>         <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost $15,004,252)           $14,713,636
- --------------------------------------------------------------------------------
Cash                                                                                    131,986
- --------------------------------------------------------------------------------
Receivable for investments sold                                                         631,107
- --------------------------------------------------------------------------------
Interest receivable                                                                     258,055
- --------------------------------------------------------------------------------
Receivable for Fund shares sold                                                          17,347
- --------------------------------------------------------------------------------
Receivable from distributor                                                               6,436
- --------------------------------------------------------------------------------
Deferred expenses                                                                         6,026
- --------------------------------------------------------------------------------    -----------
     Total assets                                                                    15,764,593
- --------------------------------------------------------------------------------
LIABILITIES:
- ---------------------------------------------------------------------
Payable for investments purchased                                       $599,850
- ---------------------------------------------------------------------
Dividends payable                                                         51,518
- ---------------------------------------------------------------------
Payable for Fund shares redeemed                                          31,317
- ---------------------------------------------------------------------
Accrued expenses                                                          23,382
- ---------------------------------------------------------------------   --------
     Total liabilities                                                                  706,067
- --------------------------------------------------------------------------------    -----------
NET ASSETS FOR 1,504,452 shares of beneficial interest outstanding                  $15,058,526
- --------------------------------------------------------------------------------    -----------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid-in capital                                                                     $15,894,985
- --------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                                    (545,843)
- --------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments                              (290,616)
- --------------------------------------------------------------------------------    -----------
     Total Net Assets                                                               $15,058,526
- --------------------------------------------------------------------------------    -----------
NET ASSET VALUE per Share ($15,058,526 / 1,504,452 shares of
beneficial interest outstanding)                                                    $     10.01
- --------------------------------------------------------------------------------    -----------
OFFERING PRICE per Share (100/99 of 10.01)*                                         $     10.11
- --------------------------------------------------------------------------------    -----------
REDEMPTION PROCEEDS per Share (99/100 of 10.01)**                                   $      9.91
- --------------------------------------------------------------------------------    -----------
</TABLE>



 * See "What Shares Cost" in the prospectus.



** See "Redeeming Fortress Shares" in the prospectus.



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




CALIFORNIA MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1994

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


<TABLE>
<S>                                                                     <C>         <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------
Interest income                                                                                 $   886,548
- --------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------
Investment advisory fee                                                             $ 60,519
- --------------------------------------------------------------------------------
Administrative personnel and services                                                176,127
- --------------------------------------------------------------------------------
Trustees' fees                                                                         1,031
- --------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                               62,056
- --------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                              17,357
- --------------------------------------------------------------------------------
Fund share registration costs                                                         16,505
- --------------------------------------------------------------------------------
Shareholder services fee                                                              17,986
- --------------------------------------------------------------------------------
Distribution services fee                                                             75,651
- --------------------------------------------------------------------------------
Printing and postage                                                                  15,961
- --------------------------------------------------------------------------------
Legal fees                                                                             4,172
- --------------------------------------------------------------------------------
Auditing fees                                                                         16,114
- --------------------------------------------------------------------------------
Insurance premiums                                                                     5,188
- --------------------------------------------------------------------------------
Taxes                                                                                    339
- --------------------------------------------------------------------------------
Miscellaneous                                                                          2,150
- --------------------------------------------------------------------------------    --------
    Total expenses                                                                   471,156
- --------------------------------------------------------------------------------
Deduct--
- ---------------------------------------------------------------------
  Waiver of investment advisory fee                                     $ 60,519
- ---------------------------------------------------------------------
  Waiver of distribution services fee                                     55,812
- ---------------------------------------------------------------------
  Reimbursement of other operating expenses by Adviser                   317,000     433,331
- ---------------------------------------------------------------------   --------    --------
    Net expenses                                                                                     37,825
- --------------------------------------------------------------------------------------------    -----------
         Net investment income                                                                      848,723
- --------------------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                                    (545,843)
- --------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                                (926,760)
- --------------------------------------------------------------------------------------------    -----------
    Net realized and unrealized gain (loss) on investments                                       (1,472,603)
- --------------------------------------------------------------------------------------------    -----------
         Change in net assets resulting from operations                                         $  (623,880)
- --------------------------------------------------------------------------------------------    -----------
</TABLE>




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




CALIFORNIA MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                        YEAR ENDED AUGUST 31,
                                                                     ---------------------------
                                                                        1994           1993*
                                                                     -----------    ------------
<S>                                                                  <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------
Net investment income                                                $   848,723    $    326,733
- ------------------------------------------------------------------
Net realized gain (loss) on investments ($0 and 0, respectively,
  as computed for federal tax purposes)                                 (545,843)             --
- ------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on
  investments                                                           (926,760)        636,144
- ------------------------------------------------------------------   -----------    ------------
     Change in net assets resulting from operations                     (623,880)        962,877
- ------------------------------------------------------------------   -----------    ------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------------------
Dividends to shareholders from net investment income                    (848,723)       (326,733)
- ------------------------------------------------------------------   -----------    ------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ------------------------------------------------------------------
Proceeds from sale of shares                                           9,167,860      21,292,789
- ------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
dividends declared                                                       273,901          97,272
- ------------------------------------------------------------------
Cost of shares redeemed                                               (4,424,058)    (10,512,779)
- ------------------------------------------------------------------   -----------    ------------
     Change in net assets resulting from Fund share transactions       5,017,703      10,877,282
- ------------------------------------------------------------------   -----------    ------------
          Change in net assets                                         3,545,100      11,513,426
- ------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------
Beginning of period                                                   11,513,426              --
- ------------------------------------------------------------------   -----------    ------------
End of period                                                        $15,058,526    $ 11,513,426
- ------------------------------------------------------------------   -----------    ------------
</TABLE>


* For the period from December 2, 1992 (date of initial public investment) to
August 31, 1993.


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




CALIFORNIA MUNICIPAL INCOME FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION


Municipal Securities Income Trust (the "Trust"), is registered under the
Investment Company Act of 1940, as amended (the "Act"), as an open-end
management investment company. The Trust consists of ten, non-diversified
portfolios. The financial statements included herein are only those of
California Municipal Income Fund (the "Fund"). The financial statements of the
other portfolios are presented separately. The assets of each portfolio are
segregated and a shareholder's interest is limited to the portfolio in which
shares are held.


(2) SIGNIFICANT ACCOUNTING POLICIES

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


<TABLE>
<S>  <C>
A.   INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing service
     taking into consideration yield, liquidity, risk, credit, quality, coupon, maturity, type
     of issue, and any other factors or market data it deems relevant in determining
     valuations for normal institutional size trading units of debt securities. The
     independent pricing service does not rely exclusively on quoted prices. Short-term
     securities with remaining maturities of sixty days or less may be stated at amortized
     cost, which approximates value.

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

C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the Code
     applicable to regulated investment companies and to distribute to shareholders each year
     substantially all of its tax-exempt income. Accordingly, no provisions for federal tax
     are necessary. Additionally, net capital losses of $545,843 attributable to security
     transactions incurred after October 31, 1993 are treated as arising on September 1, 1994,
     the first day of the Fund's next taxable year.

D.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in when-issued or
     delayed delivery transactions. The Fund records when-issued securities on the trade date
     and maintains security positions such that sufficient liquid assets will be available to
     make payment for the securities purchased. Securities purchased on a when-issued or
     delayed delivery basis are marked to market daily and begin earning interest on the
     settlement date.

E.   CONCENTRATION OF CREDIT RISK--Since the Fund invests a substantial portion of its assets
     in issuers located in one state, it will be more susceptible to factors adversely
     affecting issuers of that
</TABLE>



CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<S>  <C>
     state than would be a comparable general tax-exempt mutual fund. In order to reduce the
     credit risk associated with such factors, at August 31, 1994, 12.6% of the securities of
     the portfolio of investments are backed by letters of credit or bond insurance of various
     financial institutions and financial guaranty assurance agencies. The value of
     investments insured by or supported (backed) by a letter of credit for any one
     institution or agency did not exceed 6.9% of total investments.

F.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration of its
     shares in its first fiscal year, excluding the initial expense of registering its shares,
     have been deferred and are being amortized using the straight-line method not to exceed a
     period of five years from the Fund's commencement date.

G.   OTHER--Investment transactions are accounted for on the trade date.
</TABLE>


(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                        YEAR ENDED AUGUST 31,
                                                                       ------------------------
                                                                         1994          1993*
- --------------------------------------------------------------------   --------     -----------
<S>                                                                    <C>          <C>
Shares sold                                                             848,498       2,063,128
- --------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared           26,342           9,157
- --------------------------------------------------------------------
Shares redeemed                                                        (424,266)     (1,018,407)
- --------------------------------------------------------------------   --------     -----------
  Net change resulting from Fund share transactions                     450,574       1,053,878
- --------------------------------------------------------------------   --------     -----------
</TABLE>

* For the period from December 2, 1992 (date of initial public investment) to
  August 31, 1993.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Advisers, the Fund's investment adviser (the "Adviser"),
receives for its services an annual investment advisory fee equal to .40 of 1%
of the Fund's average daily net assets. The Adviser may voluntarily choose to
waive a portion of its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with administrative personnel and services. Prior to March 1, 1994, these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by subsidiaries of Federated Investors for the period. The administrative fee
received during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per additional class of shares.



CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


DISTRIBUTION AND SHAREHOLDER SERVICES FEE--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the
Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal
distributor, from the net assets of the Fund to finance activities intended to
result in the sale of the Fund's Fortress Shares. The Plan provides that the
Fund may incur distribution expenses up to .50 of 1% of the average daily net
assets of the Fortress Shares, annually, to compensate FSC.



Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets
for the Fund for the period. This fee is to obtain certain personal services for
shareholders and the maintenance of shareholder accounts.


TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.


ORGANIZATIONAL EXPENSES--Organizational expenses of $26,245 and start-up
administrative service expenses of $54,398 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following November
24, 1992 (date the Fund first became effective). For the year ended August 31,
1994, the Fund paid $3,499 and $7,253, respectively, pursuant to this agreement.



INTERFUND TRANSACTIONS--During the year ended August 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds at current value
on the date of the transaction pursuant to Rule 17a-7 under the Act amounting to
$6,000,000 and $6,900,000, respectively.



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


(5) INVESTMENT TRANSACTIONS


Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended August 31, 1994, were as follows:


<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $14,321,702
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $ 9,443,141
- -------------------------------------------------------------------------------   -----------
</TABLE>



INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Board of Trustees of
MUNICIPAL SECURITIES INCOME TRUST
and Shareholders of CALIFORNIA MUNICIPAL INCOME FUND:


We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of California Municipal Income Fund (a portfolio
of Municipal Securities Income Trust) as of August 31, 1994, the related
statement of operations for the year then ended, and the statement of changes in
net assets and the financial highlights (see page 2 of the prospectus) for the
years ended August 31, 1994 and 1993. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.


In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of California Municipal
Income Fund as of August 31, 1994, the results of its operations, the changes in
its net assets, and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 7, 1994




ADDRESSES



<TABLE>
<S>             <C>                                          <C>
- ------------------------------------------------------------------------------------------------

                California Municipal Income Fund             Federated Investors Tower
                Fortress Shares                              Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Advisers                           Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8604
                Trust Company                                Boston, Massachusetts 02266-8604
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Houston, Houston & Donnelly                  2510 Centre City Tower
                                                             Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Dickstein, Shapiro & Morin, L.L.P.           2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Deloitte & Touche LLP                        125 Summer Street
                                                             Boston, Massachusetts 02110-1617
- ------------------------------------------------------------------------------------------------
</TABLE>





                                               CALIFORNIA MUNICIPAL
                                               INCOME FUND

                                               FORTRESS SHARES
                                               PROSPECTUS


                                               A Non-Diversified Portfolio of
                                               Municipal Securities Income
                                               Trust,
                                               An Open-End, Management
                                               Investment Company

                                               October 31, 1994



      FEDERATED SECURITIES CORP.

(LOGO)
- ---------------------------------------------

      Distributor
      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PA 15222-3779

      625922109
      2092918A (10/94)



                        CALIFORNIA MUNICIPAL INCOME FUND
               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
                                FORTRESS SHARES

                      STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information should be read with the prospectus of
Fortress Shares of California Municipal Income Fund (the "Fund") dated October
31, 1994. This Statement is not a prospectus itself. To receive
a copy of the prospectus write or call the Fund.


FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779


                        Statement dated October 31, 1994


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

      Distributor

      A subsidiary of FEDERATED INVESTORS




TABLE OF CONTENTS

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

GENERAL INFORMATION ABOUT THE FUND                                             1

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

INVESTMENT OBJECTIVE AND POLICIES                                              1

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

  Acceptable Investments                                                       1

  When-Issued and Delayed
     Delivery Transactions                                                     2


  Temporary Investments                                                        2


  Portfolio Turnover                                                           3


  Investment Limitations                                                       3


  California Investment Risks                                                  4



MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT                                   6

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


  Fund Ownership                                                               8


  The Funds                                                                    8



INVESTMENT ADVISORY SERVICES                                                   9

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


  Adviser to the Fund                                                          9


  Advisory Fees                                                                9



ADMINISTRATIVE SERVICES                                                        9

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


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT                                   9

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


BROKERAGE TRANSACTIONS                                                         9

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


PURCHASING FORTRESS SHARES                                                    10

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


  Distribution and Shareholder Services Plans                                 10


  Conversion to Federal Funds                                                 10


  Purchases by Sales Representatives,
     Fund Trustees, and Employees                                             10



DETERMINING NET ASSET VALUE                                                   11

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


  Valuing Municipal Bonds                                                     11


  Use of Amortized Cost                                                       11



REDEEMING FORTRESS SHARES                                                     11

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


  Redemption in Kind                                                          11



EXCHANGE PRIVILEGE                                                            11

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


  Reduced Sales Load                                                          11


  Requirements for Exchange                                                   11


  Tax Consequences                                                            12


  Making an Exchange                                                          12



TAX STATUS                                                                    12

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


  The Fund's Tax Status                                                       12



TOTAL RETURN                                                                  12

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


YIELD                                                                         12

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


TAX-EQUIVALENT YIELD                                                          13

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


  Tax-Equivalency Table                                                       13



PERFORMANCE COMPARISONS                                                       14

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


APPENDIX                                                                      15

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


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------


The Fund is a portfolio of Municipal Securities Income Trust (the "Trust"). The
Trust was established as a Massachusetts business trust under a Declaration of
Trust dated August 6, 1990. On September 16, 1992 (effective date October 31,
1992), the Board of Trustees (the "Trustees") approved changing the name of the
Trust from Federated Municipal Income Trust to Municipal Securities Income
Trust. Shares of the Fund are presently offered in one class known as Fortress
Shares ("Shares").


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


The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and personal income taxes imposed by the state
of California and California municipalities. The investment objective cannot be
changed without approval of shareholders.



ACCEPTABLE INVESTMENTS



The Fund invests primarily in California municipal securities.


    CHARACTERISTICS


       The California municipal securities in which the Fund invests have the
       characteristics set forth in the prospectus. If ratings made by Moody's
       Investors Service, Inc., Standard & Poor's Ratings Group or Fitch's
       Investors Service Inc. change because of changes in those organizations
       or in their rating systems, the Fund will try to use comparable ratings
       as standards in accordance with the investment policies described in the
       Fund's prospectus.



    TYPES OF ACCEPTABLE INVESTMENTS



       Examples of California municipal securities include:



       - governmental lease certificates of participation issued by state or
         municipal authorities where payment is secured by installment payments
         for equipment, buildings, or other facilities being leased by the state
         or municipality;



       - municipal notes and tax-exempt commercial paper;



       - serial bonds;



       - tax anticipation notes sold to finance working capital needs of
         municipalities in anticipation of receiving taxes;



       - bond anticipation notes sold in anticipation of the issuance of
         long-term bonds;



       - pre-refunded municipal bonds whose timely payment of interest and
         principal is ensured by an escrow of U.S. government obligations; and



       - general obligation bonds.



    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).



    VARIABLE-RATE MUNICIPAL SECURITIES



       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations. Many municipal securities
       with variable interest rates purchased by the Fund are subject to
       repayment of principal (usually within seven days) on the Fund's demand.
       The terms of these variable-rate demand instruments require payment of
       principal and accrued interest from the issuer of the municipal
       obligations, the issuer of the participation interests, or a guarantor of
       either issuer.



    MUNICIPAL LEASES


       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited by municipal charter or
       the nature of the appropriation for the lease. In particular, lease
       obligations may be subject to periodic appropriation. If the entity does
       not appropriate funds for future lease payments, the entity cannot be
       compelled to make such payments. Furthermore, a lease may provide that
       the certificate trustee cannot accelerate lease obligations upon default.
       The trustee would only be able to enforce lease payments as



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

       they became due. In the event of a default or failure of appropriation,
       it is unlikely that the trustee 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 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");



       -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. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the 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.


TEMPORARY INVESTMENTS


The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.


    REPURCHASE AGREEMENTS


       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       To the extent that the original seller does not repurchase the securities
       from the Fund, the Fund could receive less than the repurchase price on
       any sale of such securities. In the event that such 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 may only enter into
       repurchase agreements with banks and other recognized financial
       institutions such as broker/dealers which are found by the Fund's
       investment adviser to be creditworthy pursuant to guidelines established
       by the Trustees.



From time to time, such as when suitable California municipal bonds are not
available, the Fund may invest a portion of its assets in cash. Any portion of
the Fund's assets maintained in cash will reduce the amount of assets in
California municipal bonds and thereby reduce the Fund's yield.



    REVERSE REPURCHASE AGREEMENTS


       The Fund may also enter into reverse repurchase agreements. This
       transaction is similar to borrowing cash. In a reverse repurchase
       agreement the Fund transfers possession of a portfolio instrument to
       another person, such as a financial institution, broker, or dealer, in
       return for a percentage of the instrument's market value in cash, and
       agrees that on a stipulated date in the future the Fund will repurchase
       the portfolio instrument by remitting the original consideration plus
       interest at an agreed upon rate. The use of reverse repurchase agreements
       may enable the Fund to avoid selling portfolio instruments at a time when
       a sale may be deemed to be disadvantageous, but the ability to enter into
       reverse repurchase agreements does not ensure that the Fund will be able
       to avoid selling portfolio instruments at a disadvantageous time.


       When effecting reverse repurchase agreements, liquid assets of the Fund,
       in a dollar amount sufficient to make payment for the obligations 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 is settled.




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

PORTFOLIO TURNOVER


The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. For the fiscal year ended August 31, 1994 and for
the period from December 2, 1992 (date of initial public investment) to August
31, 1993, the Fund's portfolio turnover rate was 63% and 0%, respectively.


INVESTMENT LIMITATIONS


    SELLING SHORT AND BUYING ON MARGIN



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



    ISSUING SENIOR SECURITIES AND BORROWING MONEY



       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total assets, including the amounts
       borrowed. The Fund will not borrow money or engage in reverse repurchase
       agreements for investment leverage, but rather as a temporary,
       extraordinary, or emergency measure to facilitate management of the
       portfolio by enabling the Fund to, for example, 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 its assets except to
       secure permitted borrowings. In those cases, it may mortgage, pledge, or
       hypothecate assets having a market value not exceeding 10% of the value
       of its total assets at the time of the pledge.



    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.



    INVESTING IN REAL ESTATE



       The Fund will not purchase or sell real estate although it may invest in
       municipal bonds secured by real estate, including limited partnership
       interests, or interests in real estate.



    INVESTING IN COMMODITIES



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



    LENDING CASH OR SECURITIES



       The Fund will not lend any of its assets except that it may acquire
       publicly or non-publicly issued municipal bonds or temporary investments
       or enter into repurchase agreements in accordance with its investment
       objective, policies, and limitations or its Declaration of Trust.



    DEALING IN PUTS AND CALLS



       The Fund will not buy or sell puts, calls, straddles, spreads, or any
       combination of these.



    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 would be invested 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, i.e., repurchase
       agreements.


The above investment limitations cannot be changed without shareholder approval.
The following 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 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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES 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 1/2 of 1% of the issuer's securities, together own
       more than 5% of the issuer's securities.



    INVESTING IN RESTRICTED SECURITIES


       The Fund will not invest more than 10% of the value of its total assets
       in securities subject to restrictions on resale under the Securities Act
       of 1933.

    INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of its net assets in illiquid
       obligations, including repurchase agreements providing for settlement in
       more than seven days after notice, and certain restricted securities.

    INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the principal and interest are the
       responsibility of companies (or guarantors, where applicable) with less
       than three years of continuous operations, including the operation of any
       predecessor.


    INVESTING IN MINERALS


       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, although it may invest in
       securities of issuers which invest in or sponsor such programs.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits 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."


CALIFORNIA INVESTMENT RISKS



    LIMITS ON TAXING AND SPENDING AUTHORITY


       Developments in California which constrain the taxing and spending
       authority of California governmental entities could adversely affect the
       ability of such entities to meet their interest and/or principal payment
       obligations on securities they have issued or will issue. The following
       information constitutes only a brief summary and is not intended as a
       complete description.

       In 1978, a statewide referendum approved Proposition 13, an amendment to
       the California Constitution limiting both the valuation of real property
       for property tax purposes and the power of local taxing authorities to
       increase real property tax revenues. To provide revenue to local
       governments, legislation was enacted shortly thereafter providing for the
       redistribution to local governments of the state's then existing surplus
       in its General Fund, reallocation of revenues to local governments, and
       assumption by the state of certain local government obligations. More
       recent California legislation has, however, reduced state assistance
       payments to local governments and reallocated a portion of such payments
       to the state's General Fund. There can be no assurance that any
       particular level of state aid to local governments will be maintained in
       future years. The U.S. Supreme Court has accepted for review a case
       challenging the constitutionality of certain provisions of Proposition
       13. The outcome of such litigation could substantially impact local
       property tax collections and the ability of state agencies, local
       governments and districts to make future payments on outstanding debt
       obligations.

       In 1979, California voters again amended the California Constitution,
       this time imposing an appropriations limit on the spending authority of
       certain state and local government entities. The state's appropriations
       limit is based on its 1978-1979 fiscal year authorizations to expend
       proceeds of taxes and is adjusted annually to reflect changes in cost of
       living and population and transfer of financial responsibility from one
       governmental unit to another. If a California governmental entity raises
       revenues beyond its appropriations limit, the excess must be returned to
       the entity's taxpayers within the two subsequent fiscal years, generally
       by a tax credit, refund, or temporary suspension of tax rates or fee
       schedules. These spending limitations do not, however, apply to the debt
       service on obligations existing or legally authorized as of January 1,
       1979, or on bonded indebtedness thereafter approved by the voters.


       In 1986, California voters approved an initiative statute known as
       Proposition 62. This initiative (i) requires that any tax for general
       governmental purposes imposed by local governments be approved by
       resolution or ordinance adopted by a two-thirds vote of the governmental
       entity's legislative body and by a majority vote




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


       of the electorate of the governmental entity, (ii) requires that any
       special tax (defined as taxes levied for other than general governmental
       purposes) imposed by a local governmental entity be approved by a two-
       thirds vote of the voters within that jurisdiction, (iii) restricts the
       use of revenues from a special tax to the purposes or for the service for
       which the special tax was imposed, (iv) prohibits the imposition of ad
       valorem taxes on real property by local governmental entities except as
       permitted by the Proposition 13 amendment, (v) prohibits the imposition
       of transaction taxes and sales taxes on the sale of real property by
       local governments, (vi) requires that any tax imposed by a local
       government on or after August 1, 1985, be ratified by a majority vote of
       the electorate within two years of the adoption of the initiative or be
       terminated by November 15, 1988, (vii) requires that, in the event a
       local government fails to comply with the provisions of this measure, a
       reduction in the amount of property tax revenue allocated to such local
       government occurs in an amount equal to the revenues received by such
       entity attributable to the tax levied in violation of the initiative, and
       (viii) permits these provisions to be amended exclusively by the voters
       of the state of California.



       In September 1988, the California Court of Appeals in City of Westminster
       v. County of Orange held that Proposition 62 is unconstitutional to the
       extent that it requires a general tax by a general law city, enacted on
       or after August 1, 1985, and prior to the effective date of Proposition
       62, to be subject to approval by a majority of voters. The Court held
       that the California Constitution prohibits the imposition of a
       requirement that local tax measures be submitted to the electorate by
       either referendum or initiative. It is not possible to predict the impact
       of this decision on charter cities, on special taxes or on new taxes
       imposed after the effective date of Proposition 62.



       In November 1988, California voters approved Proposition 98. This
       initiative requires that (i) revenues in excess of amounts permitted to
       be spent and which would otherwise be returned by revision of tax rates
       or fee schedules, be transferred and allocated (up to a maximum of 4%) to
       the State School Fund and be expended solely for purposes of
       instructional improvement and accountability. No such transfer or
       allocation of funds will be required if certain designated state
       officials determine that annual student expenditures and class size meet
       certain criteria as set forth in Proposition 98. Any funds allocated to
       the State School Fund shall cause the appropriation limits to be annually
       increased for any such allocation made in the prior year.


       Proposition 98 also requires the state of California to provide a minimum
       level of funding for public schools and community colleges. The
       initiative permits the enactment of legislation, by a two-thirds vote, to
       suspend the minimum funding requirement for one year.


       The effect of these various constitutional and statutory changes upon the
       ability of California municipal securities issuers to pay interest and
       principal on their obligations remains unclear. Furthermore, other
       measures affecting the taxing or spending authority of California or its
       political subdivisions may be approved or enacted in the future.



    RECENT ECONOMIC DEVELOPMENTS



       California experienced strong growth in the 1980s reflecting strong
       in-migration. The state has significant concentration in electronics,
       aerospace and non-electrical equipment. Declines in the aerospace and
       high technology sectors have been particularly severe. Unemployment at
       May, 1994 stood at 8.1% versus 5.9% for the nation. In spite of these
       concerns, California's economy is larger than most sovereign nations,
       with per capita income levels significantly higher than national
       averages.



       Despite signs of an improving economy, California continues to struggle
       with fiscal stress. The State's Fiscal 1995 Budget has not addressed
       fundamental structural imbalances. Debt levels remain significantly above
       other state levels. As a result of these concerns, Moody's, Standard &
       Poor's, and Fitch downgraded the state's general obligation debt to an
       "A1", "A", and "A" rating, respectively.


       The Fund's concentration in securities issued by the state and its
       political subdivisions provides a greater level of risk than a fund which
       is diversified across numerous states and municipal entities. 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. Reductions
       in state revenues and spending may also adversely affect the ratings of
       California's counties, municipalities, and other public financing
       authorities.




MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT

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


Officers and Trustees are listed with their addresses, present positions with
Municipal Securities Income Trust, and principal occupations.


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



John F. Donahue+*


Federated Investors Tower


Pittsburgh, PA



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, AEEtna 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 and Trustee of the Trust.

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

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL


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



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.



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



J. Christopher Donahue*


Federated Investors Tower


Pittsburgh, PA



Vice President and Trustee



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.



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



James E. Dowd


571 Hayward Mill Road


Concord, MA



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



Trustee


Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.


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



Edward L. Flaherty, Jr.+


5916 Penn Mall


Pittsburgh, PA



Trustee



Attorney-at-law; Partner, 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



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


5916 Penn Mall


Pittsburgh, PA



Trustee



Attorney-at-law; Partner, 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.

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


Wesley W. Posvar


1202 Cathedral of Learning


University of Pittsburgh


Pittsburgh, PA



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



Trustee



Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.

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


Richard B. Fisher


Federated Investors Tower


Pittsburgh, PA



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



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



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, S177,907 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 Trustees between meetings of the
  Board.



FUND OWNERSHIP


Officers and Trustees own less than 1% of the outstanding Shares.


As of September 28, 1994, the following shareholders of record owned 5% or more
of the outstanding Shares of the Fund: Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL, owned approximately 572,772 Shares 38.28% and BHC Securities
Inc., Philadelphia, PA, owned approximately 76,508 Shares 5.11%.



THE FUNDS



"The Funds" and "Funds" mean the following investment companies: Arrow American
Leaders Fund, Inc.; Annuity Management Series; 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 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; The
Medalist Funds: Money Market Management, Inc.; Money Market Obligations Trust;
Money Market Trust; Municipal Securities Income Trust; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage 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; and
World Investment Series, Inc.




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

ADVISER TO THE FUND


The Fund's investment adviser is Federated Advisers (the "Adviser"). 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, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal year ended August 31, 1994,
and for the period from December 2, 1992 (date of initial public investment) to
August 31, 1993, the Adviser earned advisory fees of $60,519 and $23,414,
respectively, all of which were 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 2.5% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1.5% per year
       of the remaining average net assets, the Adviser will reimburse the Trust
       for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

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


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


Federated Administrative Services, 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 August 31, 1994, the Administrators collectively earned
$176,127, none of which was waived. For the period from December 2, 1992 (date
of initial public investment) to August 31, 1993, Federated Administrative
Services, Inc., earned $39,577, none of which was waived. Dr. Henry J. Gailliot,
an officer of Federated Advisers, the Adviser to the Fund, holds approximately
20% of the outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------


Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type, and number of accounts
and transactions made by shareholders.



Federated Services Company also maintains the Fund's accounting records. The fee
based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.


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
review by the Trustees. The Adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
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.



The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.



Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.



PURCHASING FORTRESS SHARES

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


Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales load on days the New York Stock Exchange
is open for business. The procedure for purchasing Shares is explained in the
prospectus under "Investing in Fortress Shares."


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS


These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders 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 Trustees expect 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; and (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.



For the fiscal year ended August 31, 1994, and for the period from December 2,
1992 (date of initial public investment) to August 31, 1993, payments in the
amount of $75,651 and $29,255, respectively, were made pursuant to the
Distribution Plan. In addition, for the fiscal year ended August 31, 1994,
payments in the amount of $17,986 were made pursuant to the Shareholder Services
Plan.


CONVERSION TO FEDERAL FUNDS


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


PURCHASES BY SALES REPRESENTATIVES, FUND TRUSTEES, AND EMPLOYEES

Trustees, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy Shares at net asset value without a sales load.
Shares may also be sold without a sales load to trusts or pension or
profit-sharing plans for these persons. These sales are made with the
purchaser's written assurance that the purchase is for investment purposes and
that the securities will not be resold except through redemption by the Fund.




DETERMINING NET ASSET VALUE

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


Net asset value generally changes each day. The days on which net asset value is
calculated for Shares are described in the prospectus.


VALUING MUNICIPAL BONDS


The Trustees use an independent pricing service to determine the market value of
municipal bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it considers relevant in determining valuations for
normal institutional size trading units of debt securities, and does not rely
exclusively on quoted prices.


USE OF AMORTIZED COST


The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.



REDEEMING FORTRESS SHARES

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


The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures and contingent deferred
sales charges are explained in the prospectus under "Redeeming Fortress Shares."
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.


REDEMPTION IN KIND


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



Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable.



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



EXCHANGE PRIVILEGE

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


Fund shareholders are allowed to exchange all or some of their Shares for shares
in other Fortress Funds, California Municipal Cash Trust, or certain Federated
Funds which are sold with a sales load different from that of the Fund's or with
no sales load and which are advised by subsidiaries or affiliates of Federated
Investors. These exchanges are made at net asset value plus the difference
between the Fund's sales load already paid and any sales load of the fund into
which the Shares are to be exchanged, if higher.


REDUCED SALES LOAD


If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales load, the shareholder must notify Federated Securities
Corp. or Federated Services Company in writing.


REQUIREMENTS FOR EXCHANGE


Shareholders using this privilege must exchange Shares having a net asset value
which at least meets the minimum investment required for the fund into which the
exchange is being made. Before the exchange, the shareholder must receive a
prospectus of the fund for which the exchange is being made.



This privilege is available to shareholders residing in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in shares of the other fund.



A shareholder may obtain further information on the exchange privilege and
prospectuses for Fortress Funds, California Municipal Cash Trust, or certain
Federated Funds by calling the Fund or his financial institution.




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

TAX CONSEQUENCES


Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the circumstances, a short or long-term capital gain or
loss may be realized.


MAKING AN EXCHANGE


Instructions for exchanges for Fortress Funds, California Municipal Cash Trust,
or certain Federated Funds must be given in writing by the shareholder. Written
instructions may require a signature guarantee.



TAX STATUS

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


THE FUND'S TAX STATUS



The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, 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.



    CAPITAL GAINS



       Capital gains or losses may be realized by the Fund on the sale of
       portfolio securities and as a result of discounts from par value on
       securities held to maturity. Sales would generally be made because of the
       availability of higher relative yields;



       - differentials in market values;



       - new investment opportunities;



       - changes in creditworthiness of an issuer; or



       - an attempt to preserve gains or limit losses.



Distributions of long-term capital gains are taxed as such, whether they are
taken in cash or reinvested, and regardless of the length of time the
shareholder has owned Shares. Any loss by a shareholder on Shares held for less
than six months and sold after a capital gains distribution will be treated as a
long-term capital loss to the extent of the capital gains distribution.



TOTAL RETURN

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


The Fund's average annual total return for the one-year period ended August 31,
1994, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1994, was (4.96%) and 8.21%, respectively.



The average annual total return for the Fund 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 offering price 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.
Any applicable contingent deferred sales charge is deducted from the ending
value of the investment based on the lesser of the original purchase price per
Share or the offering price per Share of Shares redeemed.



YIELD

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


The Fund's yield for the thirty-day period ended August 31, 1994 was 6.17%.


The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the
thirty-day period is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by the Fund because of certain adjustments
required by the Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders. To the
extent that financial institutions and broker/dealers



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

charge fees in connection with services provided in conjunction with an
investment in the Fund, performance will be reduced for those shareholders
paying those fees.


TAX-EQUIVALENT YIELD

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


The Fund's tax-equivalent yield for the thirty-day period ended August 31, 1994
was 9.84%.



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 28% tax rate and assuming that income is 100%
tax-exempt.


TAX-EQUIVALENCY TABLE


The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax*, and the
income taxes imposed by the State of California. As the table below indicates, a
"tax-free" investment is an attractive choice for investors, particularly in
times of narrow spreads between tax-free and taxable yields.



<TABLE>
<S>                   <C>           <C>                <C>                 <C>                  <C>
                            TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF CALIFORNIA
- -------------------------------------------------------------------------------------------------------------
                               COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                       21.00%           37.30%             41.00%               47.00%             50.60%
- -------------------------------------------------------------------------------------------------------------
  Single Return:      $1-22,750     $22,751-55,100     $55,101-115,000     $115,001-250,000     Over $250,000
- -------------------------------------------------------------------------------------------------------------
 TAX-EXEMPT YIELD                                   TAXABLE YIELD EQUIVALENT**
- -------------------------------------------------------------------------------------------------------------
      1.50%             1.90%           2.39%               2.54%               2.83%               3.04%
      2.00%             2.53%           3.19%               3.39%               3.77%               4.05%
      2.50%             3.16%           3.99%               4.24%               4.72%               5.06%
      3.00%             3.80%           4.78%               5.08%               5.66%               6.07%
      3.50%             4.43%           5.58%               5.93%               6.60%               7.09%
      4.00%             5.06%           6.38%               6.78%               7.55%               8.10%
      4.50%             5.70%           7.18%               7.63%               8.49%               9.11%
      5.00%             6.33%           7.97%               8.47%               9.43%              10.12%
      5.50%             6.96%           8.77%               9.32%               10.38%             11.13%
</TABLE>


<TABLE>
<S>                    <C>             <C>                  <C>                   <C>                    <C>
                                   TAXABLE YIELD EQUIVALENT FOR 1994 STATE OF CALIFORNIA
- ---------------------------------------------------------------------------------------------------------------------------
                                                  COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                         21.00%             37.30%               40.30%                 46.00%                 49.60%
- ---------------------------------------------------------------------------------------------------------------------------
   Joint Return:       $1-$38,000      $38,001-$91,850      $91,851-$140,000      $140,001-$250,000      $251,001-$424,760
- ---------------------------------------------------------------------------------------------------------------------------
 TAX-EXEMPT YIELD                                           TAXABLE YIELD EQUIVALENT**
- ---------------------------------------------------------------------------------------------------------------------------
       1.50%              1.90%             2.39%                 2.51%                 2.78%                  2.98%
       2.00%              2.53%             3.19%                 3.35%                 3.70%                  3.97%
       2.50%              3.16%             3.99%                 4.19%                 4.63%                  4.96%
       3.00%              3.80%             4.78%                 5.03%                 5.56%                  5.95%
       3.50%              4.43%             5.58%                 5.86%                 6.48%                  6.94%
       4.00%              5.06%             6.38%                 6.70%                 7.41%                  7.94%
       4.50%              5.70%             7.18%                 7.54%                 8.33%                  8.93%
       5.00%              6.33%             7.97%                 8.38%                 9.26%                  9.92%
       5.50%              6.96%             8.77%                 9.21%                 10.19%                 10.91%

<CAPTION>

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

                         50.60%
- -----------------------------------------------------
   Joint Return:      Over-$424,760
- ---------------------------------------------------------------------
 TAX-EXEMPT YIELD
- -------------------------------------------------------------------------------------
       1.50%              3.04%
       2.00%              4.05%
       2.50%              5.06%
       3.00%              6.07%
       3.50%              7.09%
       4.00%              8.10%
       4.50%              9.11%
       5.00%             10.12%
       5.50%             11.13%
</TABLE>


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.


** 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.



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

The performance of Shares depends upon such variables as:

- - portfolio quality;

- - average portfolio maturity;

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

- - changes in interest rates and market value of portfolio securities;

- - changes in the Fund's expenses; and

- - various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described above.

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:


- - LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance benchmark for
  the long-term, investment grade, revenue bond market. Returns and attributes
  for the index are calculated semi-monthly.


- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
  making comparative calculations using total return. Total return assumes the
  reinvestment of all capital gains distributions and income dividends and takes
  into account any change in net asset value over a specific period of time.
  From time to time, the Fund will quote its Lipper ranking in the "general
  municipal bond funds" category in advertising and sales literature.


- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
  NASDAQ-listed mutual funds of all types, according to their risk-adjusted
  returns. The maximum rating is five stars, and ratings are effective for two
  weeks.


Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specified period of time.

Advertisements may quote performance information which does not reflect the
effect of the sales load.



APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATINGS


AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's
Ratings Group ("S&P"). Capacity to pay interest and repay principal is extremely
strong.



AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.



A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.



BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.



NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.



Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.



MOODY'S INVESTORS SERVICE, INC., MUNICIPAL BOND RATINGS


AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.


AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.



A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.



BAA--Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.



NR--Not rated by Moody's.



Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its generic rating category; the modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.


FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATINGS


AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.



AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.



A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.



BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.




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


NR--NR indicates that Fitch does not rate the specific issue.



Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the "AAA" category.



STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS



SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.



SP-2--Satisfactory capacity to pay principal and interest.



MOODY'S INVESTORS SERVICE, INC., SHORT-TERM LOAN RATINGS


MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.


MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.



FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATINGS



F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.



F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.



F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.



STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS DEFINITIONS



A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.



A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.



MOODY'S INVESTORS SERVICE, INC., COMMERCIAL PAPER RATINGS



P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: Leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.



P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.



                                                                       625922109
                                                                2092918B (10/94)


- --------------------------------------------------------------------------------
    MICHIGAN INTERMEDIATE MUNICIPAL TRUST
    (FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)
     (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
     PROSPECTUS

     The  shares  of  Michigan Intermediate  Municipal  Trust  (the "Fund")
     offered by this  prospectus represent interests  in a  non-diversified
     portfolio  of  securities  which  is one  of  a  series  of investment
     portfolios in  Municipal Securities  Income  Trust (the  "Trust"),  an
     open-end management investment company (a mutual fund). The investment
     objective of the Fund is to provide current income exempt from federal
     regular  income tax and the personal income taxes imposed by the state
     of Michigan and Michigan municipalities. The Fund invests primarily in
     a portfolio of Michigan municipal securities.

     THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR  OBLIGATIONS
     OF  ANY BANK, ARE NOT ENDORSED OR  GUARANTEED BY ANY BANK, AND ARE NOT
     INSURED BY  THE FEDERAL  DEPOSIT  INSURANCE CORPORATION,  THE  FEDERAL
     RESERVE  BOARD, OR  ANY OTHER  GOVERNMENT AGENCY.  INVESTMENT IN THESE
     SHARES INVOLVES  INVESTMENT  RISKS  INCLUDING  THE  POSSIBLE  LOSS  OF
     PRINCIPAL.

     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 Statement  of Additional Information dated
     October 31, 1994,  with the  Securities and  Exchange Commission.  The
     information  contained in  the Statement of  Additional Information is
     incorporated by reference in this  prospectus. You may request a  copy
     of  the Statement of Additional Information free of charge, by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the Fund, contact your financial institution.

     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 October 31, 1994

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

<TABLE>
<S>                                                      <C>
SUMMARY OF FUND EXPENSES                                   1
- ------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                       2
- ------------------------------------------------------------
GENERAL INFORMATION                                        3
- ------------------------------------------------------------
LIBERTY FAMILY OF FUNDS                                    3
- ------------------------------------------------------------
INVESTMENT INFORMATION                                     4
- ------------------------------------------------------------
  Investment Objective                                     4
  Investment Policies                                      5
  Michigan Municipal Securities                            7
  Investment Risks                                         7
  Non-Diversification                                      7
  Investment Limitations                                   8

NET ASSET VALUE                                            8
- ------------------------------------------------------------
INVESTING IN THE FUND                                      8
- ------------------------------------------------------------
  Share Purchases                                          8
  Minimum Investment Required                              9
  What Shares Cost                                         9
  Eliminating/Reducing the Sales Load                     10
  Systematic Investment Program                           11
  Certificates and Confirmations                          12
  Dividends and Distributions                             12

EXCHANGE PRIVILEGE                                        12
- ------------------------------------------------------------
  Requirements for Exchange                               12
  Tax Consequences                                        12
  Making an Exchange                                      13

REDEEMING SHARES                                          13
- ------------------------------------------------------------
  Through a Financial Institution                         13
  Directly from the Fund                                  14
  Receiving Payment                                       14
  Contingent Deferred Sales Charge                        15
  Systematic Withdrawal Program                           15
  Accounts with Low Balances                              15

MUNICIPAL SECURITIES INCOME TRUST INFORMATION             16
- ------------------------------------------------------------
  Management of Municipal Securities Income Trust         16
  Distribution of Fund Shares                             17
  Administration of the Fund                              17

SHAREHOLDER INFORMATION                                   18
- ------------------------------------------------------------
  Voting Rights                                           18
  Massachusetts Partnership Law                           18

TAX INFORMATION                                           19
- ------------------------------------------------------------
  Federal Income Tax                                      19
  Michigan Taxes                                          20
  Other State and Local Taxes                             20

PERFORMANCE INFORMATION                                   20
- ------------------------------------------------------------
FINANCIAL STATEMENTS                                      22
- ------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT                              39
- ------------------------------------------------------------
ADDRESSES                                                 40
- ------------------------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................      3.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...........................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                                  ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.00%
12b-1 Fee.........................................................................................       None
Total Other Expenses (after expense reimbursement)................................................      0.50%
    Shareholder Services Fee (2).......................................................      0.05%
        Total Fund Operating Expenses (3).........................................................      0.50%
<FN>
(1)  The management fee has been reduced to reflect the waiver of the management
     fee.  The adviser can  terminate this voluntary  waiver at any  time at its
     sole discretion. The maximum management fee is 0.40%.
(2)  The maximum shareholder services fee is 0.25%.
(3)  The Total Fund Operating Expenses in the table above are based on  expenses
     expected  during the  fiscal year  ending August  31, 1995.  The Total Fund
     Operating Expenses were 0.50%  for the fiscal year  ended August 31,  1994,
     and would have been 1.07% absent the voluntary waiver of the management fee
     and the voluntary reimbursement of certain other operating expenses.
</TABLE>

    THE  PURPOSE OF  THIS 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 "INVESTING  IN THE  FUND" AND "MUNICIPAL  SECURITIES INCOME  TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                           1 YEAR     3 YEARS    5 YEARS   10 YEARS
- ---------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>        <C>
You  would pay the  following expenses on  a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end  of
each time period...............................................     $35        $46        $57        $91
</TABLE>

    THE  ABOVE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                       1

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditors' Report on page 39.

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED AUGUST 31,
                                                                        ------------------------------------------------
                                                                             1994             1993            1992*
- ----------------------------------------------------------------------  --------------   --------------   --------------
<S>                                                                     <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                      $11.02           $10.38           $10.00
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                     0.53             0.55             0.56
- ----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                   (0.43)            0.64             0.38
- ----------------------------------------------------------------------  --------------   --------------   --------------
  Total from investment operations                                          0.10             1.19             0.94
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                     (0.53)           (0.55)           (0.56)
- ----------------------------------------------------------------------  --------------   --------------   --------------
NET ASSET VALUE, END OF PERIOD                                            $10.59           $11.02           $10.38
- ----------------------------------------------------------------------  --------------   --------------   --------------
TOTAL RETURN**                                                              0.88%           11.73%            9.60%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                  0.50%            0.37%            0.07%(a)
- ----------------------------------------------------------------------
  Net investment income                                                     4.87%            5.11%            5.66%(a)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                          0.57%            1.06%            1.26%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $58,480          $50,625          $26,998
- ----------------------------------------------------------------------
  Portfolio turnover rate                                                 13%               3%              26%
- ----------------------------------------------------------------------
<FN>
 *   Reflects operations for the period from September 18, 1991 (date of initial
     public investment) to August 31, 1992.
**   Based on  net  asset  value, which  does  not  reflect the  sales  load  or
     contingent deferred sales charge, if applicable.
(a)  Computed on an annualized basis.
(b)  This  voluntary expense decrease  is reflected in both  the expense and net
     investment income ratios shown above.
</TABLE>

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

Further information  about the  Fund's performance  is contained  in the  Fund's
annual  report for the fiscal year ended  August 31, 1994, which can be obtained
free of charge.

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated August  6, 1990. The  Declaration of Trust  permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered in separate classes. This prospectus relates only to the portfolio known
as  Michigan Intermediate Municipal  Trust. On June  1, 1994, Michigan Municipal
Income Fund changed its name to Michigan Intermediate Municipal Trust.

The Fund is  designed for  customers of  financial institutions  such as  banks,
fiduciaries,  investment advisers  and broker/dealers  as a  convenient means of
accumulating an interest in a professionally managed, non-diversified  portfolio
investing   primarily  in  Michigan  municipal  securities.  A  minimum  initial
investment of $1,000 is required. Subsequent  investments must be in amounts  of
at  least  $100.  The  Fund  is  not likely  to  be  a  suitable  investment for
non-Michigan taxpayers or retirement  plans since Michigan municipal  securities
are  not likely  to produce  competitive after-tax  yields for  such persons and
entities when compared to other investments.

Except as otherwise noted in this prospectus, Fund shares are sold at net  asset
value plus an applicable sales load and are redeemed at net asset value.

LIBERTY FAMILY OF FUNDS
- --------------------------------------------------------------------------------

This  Fund is a  member of a family  of mutual funds,  collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:

    - American Leaders  Fund,  Inc.,  providing growth  of  capital  and  income
      through high-quality stocks;

    - Capital  Growth Fund, providing appreciation  of capital primarily through
      equity securities;

    - Fund for  U.S.  Government  Securities,  Inc.,  providing  current  income
      through long-term U.S. government securities;

    - International  Equity Fund, providing long-term  capital growth and income
      through international securities;

    - International Income  Fund,  providing  a high  level  of  current  income
      consistent   with  prudent  investment   risk  through  high-quality  debt
      securities denominated primarily in foreign currencies;

    - Liberty Equity  Income  Fund,  Inc., providing  above-average  income  and
      capital appreciation through income producing equity securities;

    - Liberty High Income Bond Fund, Inc., providing high current income through
      high-yielding, lower-rated, corporate bonds;

    - Liberty Municipal Securities Fund, Inc., providing a high level of current
      income exempt from federal regular income tax through municipal bonds;

                                       3

    - Liberty  U.S.  Government  Money Market  Trust,  providing  current income
      consistent  with  stability   of  principal   through  high-quality   U.S.
      government securities;

    - Liberty  Utility Fund, Inc., providing current income and long-term growth
      of income, primarily through electric, gas, and communications utilities;

    - Limited Term Fund,  providing a  high level of  current income  consistent
      with minimum fluctuation in principal through investment grade securities;

    - Limited  Term Municipal  Fund, providing  a high  level of  current income
      exempt from federal regular income tax consistent with the preservation of
      principal, primarily limited to municipal securities;

    - Pennsylvania Municipal Income Fund,  providing current income exempt  from
      federal  regular income tax  and the personal income  taxes imposed by the
      Commonwealth of  Pennsylvania,  primarily through  Pennsylvania  municipal
      securities;

    - Strategic Income Fund, providing a high level of current income, primarily
      through domestic and foreign corporate debt obligations;

    - Tax-Free  Instruments Trust, providing current  income consistent with the
      stability of  principal  and  exempt  from  federal  income  tax,  through
      high-quality, short-term municipal securities; and

    - World  Utility Fund,  providing total return  primarily through securities
      issued by domestic and foreign companies in the utilities industries.

Prospectuses for these funds  are available by  writing to Federated  Securities
Corp.  Each of the funds may also invest in certain other types of securities as
described in each Fund's prospectus.

The Liberty  Family of  Funds provides  flexibility and  diversification for  an
investor's  long-term investment  planning. It enables  an investor  to meet the
challenges  of  changing  market  conditions  by  offering  convenient  exchange
privileges which give access to various investment vehicles and by providing the
investment services of a proven, professional investment adviser.

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

INVESTMENT OBJECTIVE

The  investment objective  of the  Fund is  to provide  current income  which is
exempt from federal regular income tax and the personal income taxes imposed  by
the  state  of Michigan  and Michigan  municipalities. The  investment objective
cannot be changed without approval of shareholders. 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.

Interest income of the Fund that is exempt from the income taxes described above
retains its exempt status when distributed to the Fund's shareholders.  However,
income  distributed by  the Fund  may not  necessarily be  exempt from  state or
municipal taxes in states other than Michigan.

                                       4

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in a  portfolio
of  Michigan municipal  securities. Unless  indicated otherwise,  the investment
policies of  the  Fund  may be  changed  by  the Trustees  without  approval  of
shareholders. Shareholders will be notified before any material changes in these
policies become effective.

ACCEPTABLE INVESTMENTS.  The securities in which the Fund invests include:

    - obligations issued by or on behalf of the state of Michigan, its political
      subdivisions, or agencies;

    - debt  obligations of  any state,  territory, or  possession of  the United
      States, or any political subdivision of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the  opinion of officers of the Fund  and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income tax  imposed
by  the state of Michigan. At least 80%  of the value of the Fund's total assets
will be invested in Michigan municipal securities.

The prices of fixed  income securities fluctuate inversely  to the direction  of
interest rates.

CHARACTERISTICS.   The  Michigan municipal  securities which  the Fund  buys are
investment grade bonds  rated Aaa, Aa  or A by  Moody's Investors Service,  Inc.
("Moody's"),  AAA, AA or A by Standard  & Poor's Ratings Group ("S&P"), and AAA,
AA or A by Fitch Investors Service,  Inc ("Fitch"). In certain cases the  Fund's
adviser  may choose bonds which  are unrated if it judges  the bonds to have the
same  characteristics  as  the  investment   grade  bonds  described  above.   A
description  of  the ratings  categories  is contained  in  the Appendix  to the
Statement of Additional Information.

PARTICIPATION INTERESTS.   The Fund  may purchase  participation interests  from
financial  institutions such as commercial banks, savings and loan associations,
and  insurance  companies.  These  participation  interests  give  the  Fund  an
undivided  interest in Michigan municipal securities. The financial institutions
from which  the Fund  purchases participation  interests frequently  provide  or
secure   irrevocable  letters  of  credit  or  guarantees  to  assure  that  the
participation interests  are  of  high  quality.  The  Board  of  Trustees  (the
"Trustees")  of the Trust  will determine that  participation interests meet the
prescribed quality standards for the Fund.

VARIABLE RATE MUNICIPAL SECURITIES.   Some of the Michigan municipal  securities
which  the Fund  purchases may have  variable interest  rates. Variable interest
rates are ordinarily based on a published interest rate, interest rate index, or
a similar standard, such  as the 91-day U.S.  Treasury bill rate. Many  variable
rate  municipal securities are subject to payment  of principal on demand by the
Fund in not more  than seven days. All  variable rate municipal securities  will
meet  the quality standards for the Fund. The Fund's investment adviser has been
instructed by the Trustees to monitor the pricing, quality, and liquidity of the
variable rate municipal  securities, including participation  interests held  by
the  Fund on  the basis  of published financial  information and  reports of the
rating agencies and other analytical services.

                                       5

MUNICIPAL LEASES.  Municipal  leases are obligations issued  by state and  local
governments   or  authorities  to  finance  the  acquisition  of  equipment  and
facilities and may be  considered to be  illiquid. They may take  the form of  a
lease,  an  installment purchase  contract, a  conditional  sales contract  or a
participation certificate on any of the above. Lease obligations may be  subject
to  periodic appropriation. If the entity  does not appropriate funds for future
lease payments, the  entity cannot be  compelled to make  such payments. In  the
event of 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.

RESTRICTED SECURITIES.  As a matter  of fundamental policy, the Fund may  invest
up  to 10% of its net assets in restricted securities. Restricted securities are
any securities in which the Fund may otherwise invest pursuant to its investment
objective and policies but  which are subject to  restriction upon resale  under
federal securities laws. The Fund will limit investments in illiquid securities,
including  certain restricted  securities not determined  by the  Trustees to be
liquid, to 15% of its net assets.

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/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.

TEMPORARY  INVESTMENTS.  The Fund invests its assets so that at least 80% of its
annual interest income is exempt from  federal regular income tax and the  state
of  Michigan and  Michigan municipalities  personal income  taxes. However, from
time to time when the investment adviser determines that market conditions  call
for   a  temporary  defensive  posture,  the   Fund  may  invest  in  short-term
non-Michigan municipal tax-exempt obligations or taxable temporary  investments.
These  temporary investments include: notes issued  by or on behalf of municipal
or corporate issuers; obligations issued  or guaranteed by the U.S.  government,
its  agencies, or  instrumentalities; other  debt securities;  commercial paper;
certificates of deposit  of banks;  and repurchase  agreements (arrangements  in
which the organization selling the Fund a bond or temporary investment agrees at
the time of sale to repurchase it at a mutually agreed upon time and price).

There  are no rating requirements  applicable to temporary investments. However,
the investment adviser will  limit temporary investments  to those rated  within
the investment grade categories described under "Acceptable
Investments--Characteristics"  (if  rated)  or  (if  unrated)  those  which  the
investment adviser judges to  have the same  characteristics as such  investment
grade securities.

                                       6

Although  the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income  tax
or  personal  income  taxes  imposed  by  the  state  of  Michigan  or  Michigan
municipalities.

MICHIGAN MUNICIPAL SECURITIES

Michigan 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.

Michigan  municipal securities include industrial development bonds issued by or
on behalf of  public authorities to  provide financing aid  to acquire sites  or
construct and equip facilities for privately or publicly owned corporations. The
availability  of this financing  encourages these corporations  to locate within
the sponsoring communities and thereby increases local employment.

The  two  principal  classifications   of  municipal  securities  are   "general
obligation"  and "revenue"  bonds. General obligation  bonds are  secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. However, interest on and principal of revenue bonds, 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  Michigan  municipal  securities  depend  on  a  variety  of  factors,
including:  the general conditions of the municipal bond market; the size of the
particular offering; the  maturity of  the obligations;  and the  rating of  the
issue.  Further, any adverse  economic conditions or  developments affecting the
state of Michigan or its municipalities  could impact the Fund's portfolio.  The
ability  of the  Fund to  achieve its investment  objective also  depends on the
continuing  ability  of  the  issuers  of  Michigan  municipal  securities   and
participation  interests, or the guarantors of either, to meet their obligations
for the  payment of  interest  and principal  when  due. Investing  in  Michigan
municipal securities which meet the Fund's quality standards may not be possible
if  the state of  Michigan or its  municipalities do not  maintain their current
credit ratings. In addition, any Michigan constitutional amendments, legislative
measures, executive orders,  administrative regulations,  and voter  initiatives
could result in adverse consequences affecting Michigan municipal securities.

A  further  discussion of  the risks  of  a portfolio  which invests  largely in
Michigan municipal  securities  is  contained in  the  Statement  of  Additional
Information.

NON-DIVERSIFICATION

The  Fund is a non-diversified investment portfolio.  As such, there is no limit
on the percentage  of assets  which can  be invested  in any  single issuer.  An
investment  in the Fund, therefore, will entail greater risk than would exist in
a  diversified  portfolio  of  securities  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

                                       7

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.

The Fund intends to  comply with Subchapter  M of the  Internal Revenue Code  of
1986,  as amended. This undertaking requires that  at the end of each quarter of
the taxable year: (a) 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 (b) beyond that, 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash  value with  an agreement  to buy  it back  on a  set date)  or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 10% of the value  of
those assets to secure such borrowings.

The  above investment limitation cannot be changed without shareholder approval.
The following  limitation,  however, can  be  changed by  the  Trustees  without
shareholder  approval. Shareholders will be  notified before any material change
in this limitation becomes effective.

The Fund  will  not invest  more  than 5%  of  its total  assets  in  industrial
development   bonds  when  the   payment  of  principal   and  interest  is  the
responsibility of companies  (or guarantors,  where applicable)  with less  than
three   years  of  continuous   operations,  including  the   operation  of  any
predecessor.

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

The Fund's net asset  value per share fluctuates.  It is determined by  dividing
the  sum  of  the  market  value  of  all  securities  and  other  assets,  less
liabilities, by the number of shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are  sold on  days on  which the New  York Stock  Exchange is  open.
Shares  of the Fund may be purchased through a financial institution which has a
sales  agreement  with  the  distributor,  or  directly  from  the  distributor,
Federated  Securities  Corp., once  an account  has  been established.  The Fund
reserves the right to reject any purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or  broker/dealer) to place an order  to purchase shares of  the
Fund.  Orders through a  financial institution are  considered received when the
Fund is notified  of the  purchase order.  Purchase orders  through a  financial
institution  must  be received  by the  financial  institution before  4:00 P.M.
(Eastern time) and must be transmitted by the financial institution to the  Fund
before  5:00 P.M.  (Eastern time) in  order for  shares to be  purchased at that
day's price. It is the financial institution's responsibility to transmit orders
promptly.

                                       8

DIRECTLY FROM  THE DISTRIBUTOR.   An  investor may  place an  order to  purchase
shares  directly from the distributor, once  an account has been established. To
do so: complete and sign the new account form available from the Fund; enclose a
check made payable to  Michigan Intermediate Municipal Trust;  and mail both  to
Michigan Intermediate Municipal Trust, P.O. Box 8604, Boston, MA 02266-8604.

The  order is considered received  after the check is  converted by the transfer
agent's bank, State  Street Bank and  Trust Company ("State  Street Bank")  into
federal  funds. This is generally the next  business day after State Street Bank
receives the check. To purchase shares of the Fund by wire from the distributor,
call the Fund. All information needed will be taken over the telephone, and  the
order  is considered received  when State Street Bank  receives payment by wire.
Federal funds should be wired as  follows: State Street Bank and Trust  Company,
Boston,  Massachusetts 02266-8604; Attention: EDGEWIRE;  For Credit to: Michigan
Intermediate Municipal Trust, Fund Number; Group Number or Order Number; Nominee
or Institution Name;  and ABA Number  011000028. Shares cannot  be purchased  by
wire on Columbus Day, Veterans Day, or Martin Luther King Day.

    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 may charge a fee based on the
    level of  subaccounting services  rendered. Financial  institutions  holding
    Fund  shares  in a  fiduciary, agency,  custodial,  or similar  capacity may
    charge or  pass through  subaccounting fees  as part  of or  in addition  to
    normal  trust or agency  account fees. They  may also charge  fees for other
    services provided which may be related to the ownership of Fund shares. This
    prospectus should, therefore,  be read together  with any agreement  between
    the  customer and the institution with  regard to the services provided, the
    fees charged  for  those  services, and  any  restrictions  and  limitations
    imposed.

MINIMUM INVESTMENT REQUIRED

The  minimum initial  investment in the  Fund is  $1,000. Subsequent investments
must be in amounts of at least $100.

WHAT SHARES COST

Fund shares are sold at their net  asset value, less any applicable sales  load,
next determined after an order is received:

<TABLE>
<CAPTION>
                                                             SALES LOAD AS A    SALES LOAD AS A
                                                               PERCENTAGE         PERCENTAGE
                                                                OF PUBLIC        OF NET AMOUNT
AMOUNT OF TRANSACTION                                        OFFERING PRICE        INVESTED
- ----------------------------------------------------------  -----------------  -----------------
<S>                                                         <C>                <C>
Less than $50,000.........................................          3.00%              3.09%
$50,000 but less than $100,000............................          2.50%              2.56%
$100,000 but less than $250,000...........................          2.00%              2.04%
$250,000 but less than $500,000...........................          1.50%              1.52%
$500,000 but less than $1 million.........................          1.00%              1.01%
$1 million or greater.....................................          0.00%              0.00%
</TABLE>

                                       9

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

DEALER  CONCESSION.  For sales of shares, the distributor will normally offer to
pay dealers up  to 100% of  the sales load  retained by it.  On purchases of  $1
million  or more, the investor pays no sales load; however, the distributor will
make twelve monthly payments to the dealer totaling 0.25% of the public offering
price over the first year following the purchase. Such payments are based on the
original purchase price of shares outstanding  at each month end. No sales  load
is  imposed  for  fund  shares  purchased  through  bank  trust  departments  or
investment advisers registered  under the  Investment Advisers Act  of 1940,  as
amended.  However, investors who  purchase shares through  a trust department or
investment adviser may be charged an additional service fee by that institution.

ELIMINATING/REDUCING THE SALES LOAD

The sales load  can be  reduced or  eliminated on  the purchase  of Fund  shares
through:

    - quantity discounts and accumulated purchases;

    - signing a 13-month letter of intent;

    - using the reinvestment privilege;

    - concurrent purchases; or

    - purchases  with  proceeds  from redemptions  of  unaffiliated  mutual fund
      shares.

QUANTITY DISCOUNTS AND  ACCUMULATED PURCHASES.   As  shown in  the table  above,
larger  purchases reduce  the sales load  paid. The Fund  will combine purchases
made on the same day by the investor, his spouse, and his children under age  21
when it calculates the sales load.

If  an additional purchase  of Fund shares  is made, the  Fund will consider the
previous purchases still  invested in the  Fund. For example,  if a  shareholder
already  owns shares  having a  current value  at the  public offering  price of
$40,000 and he purchases $10,000 more at the current public offering price,  the
sales  load on the additional  purchase according to the  schedule now in effect
would be 2.50%, not 3.00%.

To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing  or by his financial  institution at the time  the
purchase  is made that Fund shares are already owned or that purchases are being
combined. The Fund will reduce the sales load effective as of the date on  which
the  Fund confirms  the previous  purchases (which,  under normal circumstances,
would be the date  on which the  Fund received the  notice from the  shareholder
that Fund shares are already owned).

LETTER OF INTENT.  If a shareholder intends to purchase a specific dollar amount
of  shares in the Fund over the next 13 months, the sales load may be reduced by
signing a letter of intent to that effect. For

                                       10

example, if a shareholder  intends to purchase at  least $50,000 in shares,  the
letter of intent shall include a provision for a sales load adjustment depending
on  the amount actually purchased within the 13-month period and a provision for
the custodian to  hold 3.00% of  the total  amount intended to  be purchased  in
escrow (in shares) until such purchase is completed.

The  applicable  portion of  the 3.00%  held in  escrow will  be applied  to the
shareholder's account  at the  end  of the  13-month  period unless  the  amount
specified  in  the  letter  of  intent  is  not  purchased.  In  this  event, an
appropriate number of escrowed  shares may be redeemed  in order to realize  the
difference in the sales load.

This  letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales load applicable
to the total amount intended to be purchased.  This letter may be dated as of  a
prior  date to include  any purchases made  within the past  90 days towards the
dollar fulfillment of the letter of intent.

REINVESTMENT PRIVILEGE.    If  shares  in  the  Fund  have  been  redeemed,  the
shareholder  has a one-time  right, within 120 days,  to reinvest the redemption
proceeds at  the  next-determined  net  asset  value  without  any  sales  load.
Federated  Securities Corp. must be notified by the shareholder in writing or by
his financial institution  of the  reinvestment in  order to  eliminate a  sales
load.  If  the shareholder  redeems his  shares in  the Fund,  there may  be tax
consequences.

CONCURRENT PURCHASES.  For purposes of qualifying for a sales load  elimination,
a shareholder has the privilege of combining concurrent purchases of two or more
funds  in the Liberty Funds, the purchase  prices of which include a sales load.
For example, if a shareholder concurrently invested $400,000 in one of the other
Liberty Funds  and $600,000  in shares  of the  Fund, the  sales load  would  be
eliminated.

To  receive  this sales  load elimination,  Federated  Securities Corp.  must be
notified by the shareholder  in writing or by  his financial institution at  the
time  the concurrent purchases are made. The  Fund will eliminate the sales load
after it confirms the purchases.

PURCHASES  WITH   PROCEEDS  FROM   REDEMPTION   OF  UNAFFILIATED   MUTUAL   FUND
SHARES.  Investors may purchase shares of the Fund at net asset value, without a
sales  load, with the  proceeds from the  redemption of shares  of a mutual fund
which was  sold with  a sales  load or  commission and  was not  distributed  by
Federated  Securities Corp.  The purchase  must be  made within  60 days  of the
redemption, and Federated Securities Corp. must  be notified by the investor  in
writing or by his financial institution at the time the purchase is made.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a  regular basis in a  minimum amount of $100. Under  this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in shares  at the net  asset value  next determined after  an order  is
received  by  Federated  Services Company,  plus  the applicable  sales  load. A
shareholder may apply for  participation in this  program through his  financial
institution.

                                       11

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
in writing to the transfer agent.

Detailed confirmations  of  each  purchase  and  redemption  are  sent  to  each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

Dividends  are declared daily  and paid monthly to  all shareholders invested in
the Fund on the record date. Distributions of any net realized long-term capital
gains  will  be  made  at  least   once  every  twelve  months.  Dividends   and
distributions are automatically reinvested in additional shares on payment dates
at   the  ex-dividend  date  net  asset  value  without  a  sales  load,  unless
shareholders request cash  payments on  the new account  form or  by writing  to
Federated  Services Company. All shareholders on the record date are entitled to
the dividend.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

Shareholders may exchange  all or some  of their  shares for Class  A Shares  in
other  funds in  the Liberty Family  of Funds. Neither  the Fund nor  any of the
funds in the Liberty Family of  Funds imposes any additional fees on  exchanges.
Shareholders  in certain other Federated funds  may exchange their shares in the
Federated funds for Class A Shares.

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange shares having a net asset  value
equal to the minimum investment requirements of the fund into which the exchange
is  being made. Before the exchange, the shareholder must receive the prospectus
of the fund into which the exchange  is being made. This privilege is  available
to  shareholders resident in any  state in which the  fund shares being acquired
may be  sold.  Upon  receipt  of proper  instructions  and  required  supporting
documents,  shares submitted for exchange are redeemed and the proceeds invested
in shares  of  the  other  fund.  The exchange  privilege  may  be  modified  or
terminated  at any  time. Shareholders will  be notified of  the modification or
termination of the exchange privilege.

Shares  in  certain  Federated  Funds  which  are  advised  by  subsidiaries  or
affiliates  of Federated Investors may also be  exchanged for shares of the Fund
at net asset value. With the exception of exchanges into Pennsylvania  Municipal
Income  Fund and other Liberty  Funds, such exchanges will  be subject to a CDSC
and possibly a sales load.

Further information on the exchange  privilege and prospectuses for the  Liberty
Family of Funds are available by contacting the Fund.

TAX CONSEQUENCES

An  exercise of the exchange  privilege is treated as  a sale for federal income
tax purposes.  Depending upon  circumstances,  a capital  gain  or loss  may  be
realized.

                                       12

MAKING AN EXCHANGE

Instructions  for exchanges  for the  Liberty Family  of Funds  may be  given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund  may have difficulty in  making exchanges by  telephone
through  brokers  and  other  financial  institutions  during  times  of drastic
economic or  market changes.  If  a shareholder  cannot  contact his  broker  or
financial  institution by telephone, it is  recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company, c/o
State  Street  Bank  and  Trust  Company,  Two  Heritage  Drive,  North  Quincy,
Massachusetts 02171.

Shareholders who desire to automatically exchange Fund shares of a predetermined
amount  on  a  monthly,  quarterly,  annual or  other  periodic  basis  may take
advantage of  a  systematic exchange  privilege.  Further information  on  these
exchange  privileges is available  by calling Federated  Securities Corp. or the
shareholder's financial institution.

TELEPHONE INSTRUCTIONS.   Telephone  instructions made  by the  investor may  be
carried  out only if a telephone authorization form completed by the investor is
on file with the Fund.  If the instructions are given  by a broker, a  telephone
authorization form completed by the broker must be on file with the Fund. Shares
may  be exchanged  between two  funds by  telephone only  if the  two funds have
identical shareholder  registrations.  Telephone exchange  instructions  may  be
recorded.  If reasonable  procedures are  not followed  by the  Fund, it  may be
liable for losses due to unauthorized or fraudulent telephone instructions.  Any
Fund  shares held in certificate form cannot be exchanged by telephone, but must
be forwarded to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604, and deposited to the  shareholder's account before being  exchanged.
Telephone instructions will be processed as of 4:00 P.M. (Eastern time) and must
be  received by the  Fund before that time  for shares to  be exchanged the same
day. Shareholders exchanging into a fund  will not receive any dividend that  is
payable  to shareholders of record on that  date. This privilege may be modified
or terminated at any time.

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

The Fund redeems shares 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.  Redemptions can be made
through a financial institution or  directly from the Fund. Redemption  requests
must be received in proper form.

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.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem shares of the Fund by calling his financial institution
(such as a bank or  a broker/dealer) to request  the redemption. Shares will  be
redeemed  at the  net asset  value next determined  after the  Fund receives the
redemption request from the financial institution. The financial institution  is
responsible  for promptly  submitting redemption  requests and  providing proper

                                       13

written redemption  instructions  to the  Fund.  The financial  institution  may
charge customary fees and commissions for this service.

DIRECTLY FROM THE FUND

BY  TELEPHONE.    Shareholders  who  have  not  purchased  through  a  financial
institution may  redeem their  shares of  a Fund  by telephoning  the Fund.  The
proceeds  will  be  mailed  to  the  shareholder's  address  of  record  or wire
transferred to the shareholder's account at a domestic commercial bank that is a
member of the Federal Reserve System,  normally within one business day, but  in
no event longer than seven days after the request. The minimum amount for a wire
transfer  is $1,000. If  at any time,  the Fund shall  determine it necessary to
terminate or modify this  method of redemption,  shareholders would be  promptly
notified.

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. Telephone redemption instructions may
be recorded. If reasonable procedures  are not followed by  the Fund, it may  be
liable for losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
Federated Services Company. The written request should include the shareholder's
name,  the  Fund  name, the  account  number,  and the  share  or  dollar amount
requested. If  share  certificates  have  been issued,  they  must  be  properly
endorsed  and should be  sent by registered  or certified mail  with the written
request. Shareholders should call the Fund for assistance in redeeming by mail.

SIGNATURES.   Shareholders  requesting  a  redemption  of  $50,000  or  more,  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 signatures on written redemption requests guaranteed by:

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

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

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

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

RECEIVING PAYMENT

BY CHECK.  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.

BY  WIRE.   Redemption  proceeds will  be  wired on  the business  day following
receipt of a proper redemption request.

                                       14

CONTINGENT DEFERRED SALES CHARGE

Shareholders who purchased shares with the proceeds of a redemption of shares of
a mutual  fund  sold  with a  sales  charge  and not  distributed  by  Federated
Securities  Corp. prior to  June 1, 1994  will be charged  a contingent deferred
sales charge ("CDSC")  by the Fund's  distributor of .50  of 1% for  redemptions
made  within one year of  purchase. Purchases under the  program made after that
date will not be subject to any type of CDSC. The CDSC will be calculated  based
upon  the lesser of the  original purchase price of the  shares or the net asset
value of the shares when redeemed.

The CDSC  will  not  be  imposed on  shares  acquired  through  reinvestment  of
dividends or distributions of long-term capital gains. Redemptions are deemed to
have   occurred  in  the  following  order:   1)  shares  acquired  through  the
reinvestment of dividends and  long-term capital gains,  2) purchases of  shares
occurring  more than  one year  before the date  of redemption,  3) purchases of
shares within  the previous  year  without the  use  of redemption  proceeds  as
described above, and 4) purchases of shares within the previous year through the
use of redemption proceeds as described above.

The  CDSC will not be  imposed when a redemption  results from a tax-free return
from the  death or  disability of  the beneficial  owner as  defined in  Section
72(m)(7) of the Internal Revenue Code of 1986, as amended.

A  CDSC  will not  be  charged in  connection with  redemptions  by the  Fund of
accounts with low balances.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments  of a predetermined amount may  take
advantage  of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic  withdrawal payments in an amount  directed
by  the shareholder. Depending  upon the amount of  the withdrawal payments, the
amount of dividends paid  and capital gains distributions  with respect to  Fund
shares, and the fluctuation of the net asset value of Fund shares redeemed under
this  program, redemptions may reduce, and eventually deplete, the shareholder's
investment in the Fund. For this reason, payments under this program should  not
be considered as yield or income on the shareholder's investment in the Fund. To
be  eligible to participate in this program,  a shareholder must have an account
value of at  least $10,000. A  shareholder may apply  for participation in  this
program  through his financial institution. Due to the fact that shares are sold
with a sales load, it is not advisable for shareholders to be purchasing  shares
while participating in this program.

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  the  required  minimum  value  of  $1,000.  This
requirement does not apply, however, if  the balance falls below $1,000  because
of changes in the Fund's net asset value. 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.

                                       15

MUNICIPAL SECURITIES INCOME TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF MUNICIPAL SECURITIES INCOME TRUST

BOARD OF TRUSTEES.  Municipal Securities Income  Trust is managed by a Board  of
Trustees.  The Trustees are responsible for managing the business affairs of the
Trust and for exercising all  of the powers of  the Trust except those  reserved
for  the shareholders. The Executive Committee  of the Board of Trustees handles
the Trustees' responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for  the Fund are  made by Federated  Advisers, the  Fund's
investment  adviser (the "Adviser"),  subject to direction  by the Trustees. The
Adviser continually conducts  investment research and  supervision for the  Fund
and  is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.

    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to .40  of 1%  of  the Fund's  average daily  net  assets. The  Adviser  may
    voluntarily  choose to waive a portion of  its fee or reimburse the Fund for
    certain operating expenses. The Adviser can terminate this voluntary  waiver
    or reimbursement of expenses at any time in its sole discretion. The Adviser
    has  also undertaken to reimburse the  Fund for operating expenses in excess
    of limitations established by certain states.

    ADVISER'S  BACKGROUND.    Federated  Advisers,  a  Delaware  business  trust
    organized  on April 11,  1989, is a registered  investment adviser under the
    Investment Advisers Act of 1940. It is wholly-owned by 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  Advisers 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.

    J. Scott Albrecht has been the  Fund's portfolio manager since April,  1994.
    Mr.  Albrecht joined Federated  Investors in 1989 and  has been an Assistant
    Vice President of the Adviser since 1992. From 1989 until 1991, Mr. Albrecht
    acted as  an  investment analyst.  Mr.  Albrecht is  a  Chartered  Financial
    Analyst and received his M.S. in Management from Carnegie Mellon University.

                                       16

DISTRIBUTION OF FUND SHARES

Federated  Securities Corp. is the principal distributor for shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower,  Pittsburgh,
Pennsylvania  15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.

ADMINISTRATION OF THE 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 which relates
to  the average aggregate daily net assets  of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:

<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             0.15 of 1%             on the first $250 million
            0.125 of 1%             on the next $250 million
             0.10 of 1%             on the next $250 million
            0.075 of 1%             on assets in excess of $750 million
</TABLE>

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per  portfolio  and  $30,000  per  each  additional  class  of shares.
Federated Administrative Services may choose  voluntarily to waive a portion  of
its fee.

SHAREHOLDER  SERVICES PLAN.   The Trust has adopted  a Shareholder Services Plan
(the "Services Plan") under which it may make  payments up to 0.25 of 1% of  the
average  daily net asset value of the shares to obtain certain personal services
for shareholders  and  the  maintenance of  shareholder  accounts  ("shareholder
services").  The Trust  has entered into  a Shareholder  Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will  receive fees  based upon  shares owned  by their  clients  or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services.

OTHER  PAYMENTS TO FINANCIAL INSTITUTIONS.   In addition to periodic payments to
financial institutions under the Services Plan, the distributor may offer to pay
a fee from its own assets to financial institutions as financial assistance  for
providing  substantial  marketing and  sales  support. The  support  may include
participating in sales, educational  and training seminars at  recreational-type
facilities,  providing  sales  literature,  and  engineering  computer  software
programs that emphasize  the attributes  of the  Fund. Such  assistance will  be
predicated upon the amount of Shares the financial institution sells or may sell
and/or  upon the type and nature of  sales or marketing support furnished by the
financial institution. Any payments made by the distributor may be reimbursed by
the Adviser or its affiliates.

                                       17

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 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.

CUSTODIAN.    State  Street  Bank  and Trust  Company,  P.O.  Box  8604, Boston,
Massachusetts 02266-8604, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,  P.O.
Box  8604, Boston, Massachusetts 02266-8604, is transfer agent for the shares of
the Fund and dividend disbursing agent for the Fund.

LEGAL COUNSEL.  Legal counsel is  provided by Houston, Houston & Donnelly,  2510
Centre  City  Tower, Pittsburgh,  Pennsylvania, and  Dickstein, Shapiro  & Morin
L.L.P., 2101 L Street, N.W., Washington, D.C.

INDEPENDENT AUDITORS.   The independent  auditors for  the Fund  are Deloitte  &
Touche LLP, Boston, Massachusetts.

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 each  portfolio
in  the Trust have equal  voting rights except that only  shares of the Fund are
entitled to vote on matters affecting only the Fund. 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  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 all series of the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

                                       18

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

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of  the  Internal Revenue  Code  of 1986,  as  amended, 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.

In general, shareholders are not required  to pay federal regular income tax  on
any  dividends received from the Fund  that represent net interest on tax-exempt
municipal bonds, although tax exempt  interest will increase the taxable  income
of certain recipients of social security benefits. However, under the Tax Reform
Act of 1986, dividends representing net interest income earned on some municipal
bonds  may be included in calculating the federal individual alternative minimum
tax or the federal alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for  corporations, 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.

The  Tax Reform Act of 1986 treats  interest on certain "private activity" bonds
issued after August 7, 1986, as a  tax preference item for both individuals  and
corporations.  Unlike  traditional governmental  purpose municipal  bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits  to private parties. The  Fund may purchase  all
types  of municipal  bonds, including  private activity  bonds. Thus,  should it
purchase any such bonds, a portion of  the Fund's dividends may be treated as  a
tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent  interest on municipal bonds will  become subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess of  the taxpayer's "adjusted  current earnings"  over the taxpayer's
alternative minimum taxable income as  a tax preference item. "Adjusted  current
earnings"  is based upon the concept  of a corporation's "earnings and profits."
Since "earnings and  profits" generally  includes the  full amount  of any  Fund
dividend, and alternative minimum taxable income

                                       19

does  not include the  portion of the Fund's  dividend attributable to municipal
bonds which are not private activity  bonds, the difference will be included  in
the calculation of the corporation's alternative minimum 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. Information on the tax status of dividends and distributions
is provided annually.

MICHIGAN TAXES

Under existing Michigan laws, distribution made by the Fund will not be  subject
to  Michigan  income taxes  to  the extent  that  such distributions  qualify as
"exempt-interest dividends" under the Internal Revenue Code of 1986, as amended,
and represent (i) interest  income and dividends  from obligations of  Michigan,
which  obligations  are excluded  from federal  adjusted  gross income;  or (ii)
income from  obligations  of the  United  States government  which  Michigan  is
prohibited by law from subjecting to a net income tax.

That  portion of a shareholder's shares in  the Fund representing bonds or other
similar obligations of  Michigan, a  political subdivision of  Michigan, or  the
United  States, and dividends paid by the Fund representing interest payments on
such securities, will be exempt from Michigan intangibles tax.

Distributions by the Fund are not subject to the Michigan Single Business Tax to
the extent that such distributions are derived from interest on obligations that
would be exempt  if owned directly  by the shareholder,  such as obligations  of
Michigan and the United States government.

Certain  municipalities in Michigan also impose an income tax on individuals and
corporations. However,  to the  extent that  the dividends  from the  Funds  are
exempt  from federal  regular income taxes,  such dividends also  will be exempt
from Michigan municipal income taxes.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily  free from state income taxes in  states
other  than Michigan or from personal property  taxes. State laws differ on this
issue, and shareholders are  urged to consult their  own tax advisers  regarding
the status of their accounts under state and local tax laws.

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

From   time  to  time,  the  Fund   advertises  the  total  return,  yield,  and
tax-equivalent yield.

Total return represents the change, over a specific period of time, in the value
of an investment  in the  Fund after reinvesting  all income  and capital  gains
distributions.  It  is  calculated  by  dividing  that  change  by  the  initial
investment and is expressed as a percentage.

The yield of the Fund  is calculated by dividing  the net investment income  per
share  (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the offering price per share of the Fund on the last
day of the period. This number is then annualized using semi-annual compounding.
The tax-equivalent yield of the Fund  is calculated similarly to the yield,  but
is

                                       20

adjusted  to reflect the taxable  yield that the Fund would  have had to earn to
equal its  actual  yield,  assuming a  specific  tax  rate. The  yield  and  the
tax-equivalent  yield do not  necessarily reflect income  actually earned by the
Fund and, therefore, may not correlate  to the dividends or other  distributions
paid to shareholders.

The  performance information reflects  the effect of the  maximum sales load and
other similar non-recurring charges, such as the CDSC, which, if excluded, would
increase the total return, yield, and tax-equivalent yield.

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

                                       21

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--98.0%
- ---------------------------------------------------------------------
           MICHIGAN--98.0%
           ----------------------------------------------------------
$ 100,000  Alpena County, MI, 8.00% UT GO Bonds (Series 1985B)/
           (AMBAC Insured), 6/1/95                                        Aaa     $  102,886
           ----------------------------------------------------------
  160,000  Alpena County, MI, 8.15% UT GO Bonds (Series 1985B)/
           (AMBAC Insured), 6/1/96                                        Aaa        167,899
           ----------------------------------------------------------
  230,000  Ann Arbor (City--Washtenaw County), MI, 6.00% UT GO Bonds
           (Environmental Protection Series 1992B), 9/1/2000              A1         241,309
           ----------------------------------------------------------
  215,000  Ann Arbor (City--Washtenaw County), MI, 6.00% UT GO Bonds,
           (Environmental Protection Series 1992B), 9/1/2001              A1         225,883
           ----------------------------------------------------------
  500,000  Ann Arbor, MI 5.20% UT GO Environmental Bonds (Series
           C)/(Original Issue Yield: 5.25%), 9/1/2004                     A1         491,215
           ----------------------------------------------------------
  100,000  Ann Arbor, MI, School District, 6.50% UT GO Bonds (Series
           1988)/(Q-SBLF Program)/(Original Issue Yield: 6.70%),
           5/1/99                                                         Aa         105,961
           ----------------------------------------------------------
  100,000  Auburn Hills (City), MI, 6.50% LT GO Bonds (Series 1989)/
           (Public Improvement Purpose), 5/1/97                            A         104,862
           ----------------------------------------------------------
  600,000  Avondale, MI, School District, 5.40% UT GO Bonds (Series
           1992)/(School Building)/(Q-SBLF Program)/(Original Issue
           Yield: 5.45%), 5/1/2003                                        A1         601,596
           ----------------------------------------------------------
  500,000  Avondale, MI, School District, 6.75% UT GO Refunding Bonds
           (Series 1991)/(Q-SBLF Program)/(Original Issue Yield:
           6.90%), 5/1/2014                                               A1         521,715
           ----------------------------------------------------------
  500,000  Battle Creek (Calhoun County), MI, Building Authority,
           6.00% LT Bonds (Series 1992)/(Justice Centre), 4/1/2002         A         524,140
           ----------------------------------------------------------
  500,000  Battle Creek (Calhoun County), MI, Building Authority,
           6.10% LT Bonds (Series 1992)/(Justice Centre), 4/1/2003         A         526,305
           ----------------------------------------------------------
  100,000  Battle Creek, MI, 6.90% Water Supply System Revenue Bonds
           (Series 1990B), 9/1/2001                                        A         109,595
           ----------------------------------------------------------
</TABLE>

                                       22

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 335,000  Calhoun County, MI, 6.60% UT GO Bonds (Series 1990-II)/
           (AMBAC Insured), 7/1/2002                                      Aaa     $  353,241
           ----------------------------------------------------------
  600,000  Chippewa Valley, MI, School District, 4.70% UT GO
           Refunding Bonds (Original Issue Yield: 4.80%)/(FGIC
           Insured), 5/1/2005                                             AAA        550,686
           ----------------------------------------------------------
1,600,000  Chippewa Valley, MI, School District, 4.90% UT GO
           Refunding Bonds (Original Issue Yield: 5.00%)/(FGIC
           Insured), 5/1/2004                                             AAA      1,539,072
           ----------------------------------------------------------
  350,000  Chippewa Valley, MI, School District, 7.00% UT GO Bonds
           (Series 1990)/(AMBAC Insured), 5/1/2001                        Aaa        388,402
           ----------------------------------------------------------
  100,000  Detroit, MI, City School District, 7.15% UT GO Refunding
           Bonds (Series 1987A)/(BIG Insured), 5/1/98                     Aaa        107,632
           ----------------------------------------------------------
1,000,000  Eastern Michigan University, 6.10% College and University
           Revenue Bonds (Series 1992)/(AMBAC Insured)/(Original
           Issue Yield: 6.15%), 6/1/2004                                  Aaa      1,055,570
           ----------------------------------------------------------
  270,000  Economic Development Corporation of the City of Dearborn,
           MI, 5.10% Revenue Refunding Bonds (Oakwood Obligated
           Group)/(MBIA Insured)/(Original Issue Yield: 5.20%),
           8/15/2006                                                      AAA        254,521
           ----------------------------------------------------------
  500,000  Economic Development Corporation of the City of Detroit,
           MI, 6.875% Resource Recovery Revenue Bonds (Series 1991A)/
           (FSA Insured)/(Original Issue Yield: 7.00%), 5/1/2009          Aaa        525,725
           ----------------------------------------------------------
  200,000  Farmington Hills, MI, Hospital Finance Authority, 6.60%
           Revenue Bonds (Series 1991A)/(Botsford General Hospital)/
           (MBIA Insured), 2/15/2000                                      Aaa        215,206
           ----------------------------------------------------------
  455,000  Fitzgerald, MI, Public School District, 4.80% UT GO Bonds
           (MBIA Insured)/(Original Issue Yield: 4.90%), 5/1/2006         AAA        416,775
           ----------------------------------------------------------
  425,000  Forest Hills, MI, Public School District, 7.375% UT GO
           Bonds (Series 1990), 5/1/2015                                  Aa         478,308
           ----------------------------------------------------------
</TABLE>

                                       23

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$1,200,000 Grand Rapids, MI, Public School District, 5.00% UT GO
           Bonds (1992 School Building & Site)/(Original Issue Yield:
           5.40%), 5/1/2002                                               Aa      $1,196,136
           ----------------------------------------------------------
  400,000  Grand Rapids, MI, Sanitary Sewer System, 5.30% Improvement
           Revenue Bonds (Series 1992)/(Original Issue Yield: 5.35%),
           1/1/2001                                                       A1         404,036
           ----------------------------------------------------------
  250,000  Grand Rapids, MI, Sanitary Sewer System, 5.40% Improvement
           Revenue Bonds (Series 1992)/(Original Issue Yield: 5.45%),
           1/1/2002                                                       A1         252,845
           ----------------------------------------------------------
  300,000  Grand Rapids, MI, Sanitary Sewer System, 5.50% Improvement
           Revenue Bonds (Series 1992)/(Original Issue Yield: 5.55%),
           1/1/2003                                                       A1         303,774
           ----------------------------------------------------------
  250,000  Grand Rapids, MI, Sanitary Sewer System, 5.60% Improvement
           Revenue Bonds (Series 1992)/(Original Issue Yield: 5.65%),
           1/1/2004                                                       A1         253,605
           ----------------------------------------------------------
  130,000  Grand Valley, MI, 6.60% State College Housing Revenue
           Bonds (Series 1986)/(ETM), 10/1/96                             Aaa        135,191
           ----------------------------------------------------------
  150,000  Huron Valley, MI, 6.50% School District UT GO Refunding
           Bonds (Series 1991)/(Q-SBLF Program), 5/1/2002                 A1         164,275
           ----------------------------------------------------------
  270,000  Ingham County, MI, 5.70% LT GO Bonds (Charter Township of
           Delhi)/(Sanitary Project #4), 11/1/2003                        A1         279,323
           ----------------------------------------------------------
  360,000  Ingham County, MI, 5.80% LT GO Bonds (Charter Township of
           Delhi)/(Sanitary Project #4), 11/1/2004                        A1         372,841
           ----------------------------------------------------------
  465,000  Ingham County, MI, 5.90% LT GO Bonds (Charter Township of
           Delhi)/(Sanitary Project #4), 11/1/2005                        A1         481,796
           ----------------------------------------------------------
  500,000  Jackson County, MI, Hospital Finance Authority, 4.70%
           Revenue Bonds (Series A)/(W.A. Foote Memorial Hospital)/
           (Original Issue Yield: 4.80%)/(FGIC Insured), 6/1/2004         AAA        465,075
           ----------------------------------------------------------
</TABLE>

                                       24

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 100,000  Kalamazoo, MI, Hospital Finance Authority, 7.10% Revenue
           Bonds (Series 1988)/(Borgess Medical Centre)/(FGIC
           Insured)/ (Prerefunded), 1/1/97 (@ 102)                        Aaa     $  105,606
           ----------------------------------------------------------
  265,000  Kent, MI, Hospital Finance Authority, 6.30% Revenue
           Refunding Bonds (Pine Rest Christian Hospital)/(Series
           1992)/ (Original Issue Yield: 6.40%)/(FGIC Insured),
           11/1/2003                                                      Aaa        283,227
           ----------------------------------------------------------
  415,000  Kent, MI, Hospital Finance Authority, 6.30% Revenue
           Refunding Bonds (Pine Rest Christian Hospital)/(Series
           1992)/ (Original Issue Yield: 6.45%)/(FGIC Insured),
           11/1/2004                                                      Aaa        440,763
           ----------------------------------------------------------
  900,000  Lansing, MI, 5.30% Sewage Disposal System Refunding
           Revenue Bonds (Series 1994)/(FGIC Insured)/(Original Issue
           Yield: 5.35%), 5/1/2005                                        AAA        890,541
           ----------------------------------------------------------
  500,000  Lansing, MI, 5.50% Sewage Disposal System Refunding
           Revenue Bonds (Series 1994)/(FGIC Insured)/(Original Issue
           Yield: 5.60%), 5/1/2007                                        AAA        491,905
           ----------------------------------------------------------
  750,000  Livonia Public School District, Wayne County, MI, 6.00% UT
           GO Bonds, (School Building Series 1992), 5/1/2001              A1         790,710
           ----------------------------------------------------------
  100,000  Michigan Higher Education Student Loan Authority, 7.10%
           Student Loan Revenue Refunding Bonds (Series X1)/(AMBAC
           Insured)/(Subject to AMT), 10/1/97                             Aaa        106,631
           ----------------------------------------------------------
1,500,000  Michigan Municipal Bond Authority, 6.00% Revenue Refunding
           Bonds (Qualified School District Bond Program)/ (Original
           Issue Yield: 6.10%), 5/1/2002                                  A1       1,573,020
           ----------------------------------------------------------
1,000,000  Michigan Public Power Agency, 5.10% Revenue Refunding
           Bonds (Series 1993A)/(Belle River)/(Original Issue Yield:
           5.15%), 1/1/2003                                               A1         989,900
           ----------------------------------------------------------
1,000,000  Michigan Public Power Agency, 5.20% Revenue Refunding
           Bonds (Belle River)/(Original Issue Yield: 5.25%),
           1/1/2004                                                       AA-        989,010
           ----------------------------------------------------------
3,000,000  Michigan Public Power Agency, 5.70% Revenue Refunding
           Bonds (Series 1992)/(Belle River)/(Original Issue Yield:
           5.80%), 1/1/2003                                               AA-      3,091,950
           ----------------------------------------------------------
</TABLE>

                                       25

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$1,000,000 Michigan State Environmental Program, 5.75% GO Bonds
           (Series 1992)/(Original Issue Yield: 5.80%), 11/1/2001         A1      $1,042,790
           ----------------------------------------------------------
  750,000  Michigan State Hospital Finance Authority, 4.90% Revenue
           Refunding Bonds (Detroit Medical Center)/(AMBAC Insured)/
           (Original Issue Yield: 5.10%), 8/15/2005                       AAA        701,003
           ----------------------------------------------------------
  600,000  Michigan State Hospital Finance Authority, 4.90% Revenue
           Refunding Bonds (Series 1993P)/(Sisters of Mercy Health
           Corp.)/(MBIA Insured)/(Original Issue Yield: 5.10%),
           8/15/2005                                                      AAA        560,802
           ----------------------------------------------------------
  400,000  Michigan State Hospital Finance Authority, 5.00% Revenue
           Bonds (Crittenton Hospital)/(Original Issue Yield: 5.10%),
           3/1/2003                                                       A1         379,532
           ----------------------------------------------------------
  500,000  Michigan State Hospital Finance Authority, 5.50% Revenue
           Bonds (Series 1992A)/(Henry Ford Health System)/(Original
           Issue Yield: 5.55%), 9/1/2001                                  Aa         510,765
           ----------------------------------------------------------
1,500,000  Michigan State Hospital Finance Authority, 5.50% Revenue
           Refunding Bonds (St. John's Hospital), 5/15/2001               Aa       1,482,510
           ----------------------------------------------------------
  800,000  Michigan State Hospital Finance Authority, 5.95% Revenue
           Bonds (Oakwood Hospital Group)/(FGIC Insured)/(Original
           Issue Yield: 6.05%), 5/1/2002                                  Aaa        832,344
           ----------------------------------------------------------
  415,000  Michigan State Hospital Finance Authority, 6.15% Revenue
           Bonds (Series 1992A)/(Crittenton Hospital), 3/1/2001           A1         428,658
           ----------------------------------------------------------
  440,000  Michigan State Hospital Finance Authority, 6.25% Revenue
           Bonds (Series 1992A)/(Crittenton Hospital), 3/1/2002           A1         455,686
           ----------------------------------------------------------
  100,000  Michigan State Hospital Finance Authority, 6.70% Revenue
           Refunding Bonds (Series 1988A)/(Henry Ford Health System),
           5/1/96                                                         Aa         103,177
           ----------------------------------------------------------
  100,000  Michigan State Hospital Finance Authority, 6.90% Revenue
           Refunding Bonds (Series 1988A)/(Henry Ford Health System),
           5/1/97                                                         Aa         106,177
           ----------------------------------------------------------
</TABLE>

                                       26

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 375,000  Michigan State Hospital Finance Authority, 6.85% Revenue
           Refunding Bonds (Series 1989)/(Oakland General Hospital)/
           (AMBAC Insured), 7/1/2000                                      Aaa     $  406,342
           ----------------------------------------------------------
  500,000  Michigan State Hospital Finance Authority, 7.00% Revenue
           Bonds (Series 1991)/(Daughters of Charity National Health
           System Providence Hospital)/(Original Issue Yield: 7.04%),
           11/1/2021                                                      Aa         532,625
           ----------------------------------------------------------
  100,000  Michigan State Hospital Finance Authority, 7.10% Revenue
           Refunding Bonds (Series 1988A)/(Sisters of Mercy Health
           System)/(Original Issue Yield: 7.15%)/(MBIA Insured),
           8/15/97                                                        Aaa        107,003
           ----------------------------------------------------------
  100,000  Michigan State Hospital Finance Authority, 7.20% Revenue
           Refunding Bonds (Series 1988A)/(Mercy Memorial Hospital)/
           (BIG Insured), 6/1/97                                          Aaa        106,714
           ----------------------------------------------------------
  500,000  Michigan State Housing Development Authority, 5.90% Single
           Family Housing Mortgage Revenue Bonds (Series 1994A),
           12/1/2005                                                      AA-        505,195
           ----------------------------------------------------------
  500,000  Michigan State Housing Development Authority, 5.90% Single
           Family Housing Revenue Bonds (Series 1994A), 6/1/2005          AA-        505,050
           ----------------------------------------------------------
  430,000  Michigan State Housing Development Authority, 6.25% Single
           Family Housing Mortgage Revenue Bonds (Series 1992A)/
           (Subject to AMT), 6/1/2002                                     AA-        440,918
           ----------------------------------------------------------
  280,000  Michigan State Housing Development Authority, 6.30% Single
           Family Housing Mortgage Revenue Bonds (Series A),
           12/1/2003                                                      AA-        287,277
           ----------------------------------------------------------
  200,000  Michigan State Housing Development Authority, 6.95% Single
           Family Housing Mortgage Revenue Bonds (Series B)/(Subject
           to AMT), 12/1/2020                                             AA-        206,456
           ----------------------------------------------------------
  100,000  Michigan State Housing Development Authority, 7.00% Single
           Family Housing Mortgage Revenue Bonds (Series 1988B)/
           (Subject to AMT), 6/1/96                                       AA-        101,890
           ----------------------------------------------------------
</TABLE>

                                       27

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 200,000  Michigan State Housing Development Authority, 7.00% Single
           Family Housing Mortgage Revenue Bonds (Series 1991A)/
           (Subject to AMT), 12/1/2005                                    AA-     $  204,008
           ----------------------------------------------------------
1,850,000  Michigan State South Central Power Agency, 5.00% Supply
           System Revenue Refunding Bonds (Original Issue Yield:
           7.20%)/(AMBAC Insured), 11/1/2009                              AAA      1,662,188
           ----------------------------------------------------------
  250,000  Michigan State Strategic Fund, 7.10% Limited Obligation
           Revenue Bonds (Series 1992A)/(Ford Motor Company)/
           (Original Issue Yield: 7.125%), 2/1/2006                       A2         273,778
           ----------------------------------------------------------
1,000,000  Michigan State, 5.50% Comprehensive Transportation Revenue
           Refunding Bonds (Series 1992B)/(Original Issue Yield:
           5.60%), 5/15/2002                                              A1       1,021,940
           ----------------------------------------------------------
1,000,000  Michigan State, 6.00% Comprehensive Transportation Revenue
           Bonds (Series B)/(Original Issue Yield: 6.05%), 5/15/2007      A1       1,035,590
           ----------------------------------------------------------
  100,000  Michigan State, 6.55% Comprehensive Transportation Revenue
           Refunding Bonds (Series 1988I), 9/1/97                         A1         105,463
           ----------------------------------------------------------
  100,000  Michigan State, 6.55% Comprehensive Transportation Revenue
           Refunding Bonds (Series 1988II), 11/1/97                       A1         105,737
           ----------------------------------------------------------
  925,000  Novi, MI, 4.75% UT GO Bonds (Series 1993)/(Original Issue
           Yield: 4.80%), 10/1/2004                                       A1         871,803
           ----------------------------------------------------------
  950,000  Novi, MI, 4.80% UT GO Bonds (Series 1993)/(Original Issue
           Yield: 4.90%), 10/1/2005                                       A1         889,314
           ----------------------------------------------------------
  300,000  Oakland County, MI, 4.60% UT GO Bonds (Series 1993)/
           (Pontiac-Clinton River Drainage District #3)/(Original
           Issue Yield: 4.70%), 5/1/2003                                  AA-        281,760
           ----------------------------------------------------------
  250,000  Oakland County, MI, 4.70% UT GO Bonds (Series 1993)/
           (Pontiac-Clinton River Drainage District #3)/(Original
           Issue Yield: 4.80%), 5/1/2004                                  AA-        233,715
           ----------------------------------------------------------
</TABLE>

                                       28

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 250,000  Oakland County, MI, 4.80% UT GO Bonds (Series 1993)/
           (Pontiac-Clinton River Drainage District #3)/(Original
           Issue Yield: 4.90%), 5/1/2005                                  AA-     $  233,605
           ----------------------------------------------------------
1,750,000  Oakland County, MI, 5.45% UT GO School Building & Site
           Bonds (Novi Community Schools)/(Original Issue Yield:
           5.50%), 5/1/2003                                               A1       1,769,110
           ----------------------------------------------------------
  250,000  Oakland County, MI, 6.30% LT GO Bonds (Series 1991)/
           (Evergreen Farmington Sewer Disposal System), 5/1/2005          A         261,458
           ----------------------------------------------------------
  300,000  Oakland, MI, 6.65% LT GO Bonds (Series 1991)/(Community
           College District)/(Original Issue Yield: 6.745%), 5/1/2011     AA-        324,684
           ----------------------------------------------------------
1,000,000  Oakland, MI, Community College, 5.00% Improvement
           Refunding Bonds, 5/1/2006                                      AA-        943,300
           ----------------------------------------------------------
  610,000  Okemos, MI, Public School District, 6.00% UT GO Bonds
           (Q-SBLF Program), 5/1/2002                                     A1         642,055
           ----------------------------------------------------------
  795,000  Ottawa County, MI, 5.40% Water System Revenue Bonds
           (Series 1992)/(Northwest Ottawa Water Supply)/(Original
           Issue Yield: 5.45%), 8/1/2002                                  A1         805,685
           ----------------------------------------------------------
  220,000  Ottawa County, MI, 6.50% Water System Revenue Bonds
           (Series 1990)/((Northwest Ottawa Water Supply), 10/1/2001      A1         234,458
           ----------------------------------------------------------
  140,000  Ottawa County, MI, 6.50% Water System Revenue Bonds
           (Series 1990)/(Northwest Ottawa Water Supply)/(Original
           Issue Yield: 6.55%), 10/1/2002                                 A1         148,667
           ----------------------------------------------------------
  100,000  Ottawa County, MI, 6.85% Water System Revenue Bonds
           (Series 1990)/(Northwest Ottawa Water Supply), 5/1/2000        A1         106,154
           ----------------------------------------------------------
  400,000  Plymouth-Canton, MI, Community School District (Wayne &
           Washtenaw Counties), 6.00% UT GO Bonds (Series 1992C)/
           (Q-SBLF Program)/(Original Issue Yield: 6.10%), 5/1/2003       A1         419,504
           ----------------------------------------------------------
  500,000  Plymouth-Canton, MI, Community School District (Wayne &
           Washtenaw Counties), 6.80% UT GO Bonds (Q-SBLF
           Program)/(Original Issue Yield: 6.90%), 5/1/2017               A1         552,250
           ----------------------------------------------------------
</TABLE>

                                       29

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$ 570,000  Riverview, MI, Community School District (Wayne County),
           6.20% UT GO Bonds (School Building Series 1992)/(FGIC
           Insured), 5/1/2003                                             Aaa     $  613,252
           ----------------------------------------------------------
  615,000  Riverview, MI, Community School District (Wayne County),
           6.20% UT GO Bonds (School Building Series 1992)/(FGIC
           Insured), 5/1/2004                                             Aaa        661,666
           ----------------------------------------------------------
  795,000  Riverview, MI, Community School District, 4.85% Refunding
           UT GO Bonds (Series 1994)/(Original Issue Yield: 4.95%)/
           (AMBAC Insured), 5/1/2005                                      AAA        750,591
           ----------------------------------------------------------
  350,000  Rochester, Community School District (Counties of Macomb
           and Oakland), MI, 6.50% UT GO Bonds (Series 1991)/(Q-SBLF
           Program)/(Original Issue Yield: 6.60%), 5/1/2007               A1         379,418
           ----------------------------------------------------------
  250,000  Rochester, Community School District (Counties of Macomb
           and Oakland), MI, 6.50% UT GO Bonds (Series 1991)/(Q-SBLF
           Program)/(Original Issue Yield: 6.75%), 5/1/2011               A1         271,013
           ----------------------------------------------------------
  600,000  Royal Oak, MI, Hospital Finance Authority, 6.75% Revenue
           Bonds (Series 1991A)/(William Beaumont Hospital)/(Original
           Issue Yield: 7.078%), 1/1/2020                                 Aa         618,012
           ----------------------------------------------------------
  270,000  Shelby Township (Macomb County), MI, Building Authority,
           6.25% LT GO Bonds (Series 1991)/(AMBAC Insured)/(Original
           Issue Yield: 6.45%), 11/1/2006                                 Aaa        283,360
           ----------------------------------------------------------
  230,000  Shelby Township (Macomb County), MI, Building Authority,
           6.25% LT GO Bonds (Series 1991)/(AMBAC Insured)/(Original
           Issue Yield: 6.50%), 11/1/2007                                 Aaa        239,993
           ----------------------------------------------------------
  500,000  Troy, MI, City School District, 4.90% UT GO Refunding
           Bonds (Original Issue Yield: 5.00%)/(AMBAC Insured),
           5/1/2005                                                       AAA        475,220
           ----------------------------------------------------------
1,000,000  University of Michigan Board of Regents, 5.20% Student Fee
           Bonds (Series B)/(Original Issue Yield: 5.33%), 4/1/2004       Aa         990,290
           ----------------------------------------------------------
  250,000  University of Michigan Board of Regents, 7.00% Revenue
           Bonds (Series 1990A)/(University Hospital)/(Original Issue
           Yield: 7.25%), 12/1/2021                                       Aa         280,720
           ----------------------------------------------------------
</TABLE>

                                       30

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        CREDIT
                                                                        RATING:
PRINCIPAL                                                               MOODY'S
 AMOUNT                                                                 OR S&P*     VALUE
- ---------  ----------------------------------------------------------  ---------  ----------
<C>        <S>                                                         <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ---------------------------------------------------------------------
           MICHIGAN--CONTINUED
           ----------------------------------------------------------
$1,500,000 University of Michigan, 5.70% Revenue Bonds (Series
           1990A), 12/1/2004                                              Aa      $1,544,445
           ----------------------------------------------------------
1,000,000  Wayne County, MI, 5.00% Airport Revenue Refunding Bonds
           (Series B)/(MBIA Insured)/(Original Issue Yield:
           5.10%)/(Subject to AMT), 12/1/2004                             AAA        964,930
           ----------------------------------------------------------
1,000,000  Western Michigan University, 5.50% General Revenue Bonds
           (Series 1992A)/(FGIC Insured)/(Original Issue Yield:
           5.55%), 11/15/2002                                             Aaa      1,025,790
           ----------------------------------------------------------
  885,000  Wyandotte (Wayne County), MI, Electric System, 6.10%
           Revenue Refunding Bonds (Series 1992)/(MBIA Insured),
           10/1/2002                                                      Aaa        941,472
           ----------------------------------------------------------
  295,000  Wyoming Public Schools, Kent County, MI, 5.10% UT GO
           Revenue Bonds, (1993 School Building & Site), 5/1/2003         AA         290,315
           ----------------------------------------------------------
  365,000  Wyoming Public Schools, Kent County, MI, 5.20% UT GO
           Revenue Bonds, (1993 School Building & Site), 5/1/2004         AA         358,722
           ----------------------------------------------------------             ----------
             TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST,
             $56,566,206)                                                         $57,289,013+
           ----------------------------------------------------------             ----------
<FN>

   *    Please refer to the  Appendix of the Statement of Additional Information
       for an  explanation of  the credit  ratings. Current  credit ratings  are
       unaudited.

   +    The cost of investments for federal tax purposes amounts to $56,566,206.
       The net  unrealized  appreciation  on  a federal  tax  basis  amounts  to
       $722,807,  and  is  comprised  of  $1,465,773  appreciation  and $742,966
       depreciation at August 31, 1994.

Note: The categories  of investments  are shown as  a percentage  of net  assets
      ($58,480,220) at August 31, 1994.
</TABLE>

                                       31

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
AMT        --Alternative Minimum Tax
BIG        --Bond Investors Guaranty
ETM        --Escrowed to Maturity
FGIC       --Financial Guaranty Insurance Company
FSA        --Financial Security Assurance
GO         --General Obligation
LT         --Limited Tax
MBIA       --Municipal Bond Investors Assurance
Q-SBLF     --Qualified State Bond Loan Fund
UT         --Unlimited Tax
</TABLE>

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

                                       32

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                      <C>           <C>
ASSETS:
- -----------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost
$56,566,206)                                                                           $ 57,289,013
- -----------------------------------------------------------------------------------
Cash                                                                                        504,767
- -----------------------------------------------------------------------------------
Interest receivable                                                                         959,194
- -----------------------------------------------------------------------------------
Receivable for Fund shares sold                                                              73,448
- -----------------------------------------------------------------------------------
Deferred expenses                                                                             9,364
- -----------------------------------------------------------------------------------    ------------
    Total assets                                                                         58,835,786
- -----------------------------------------------------------------------------------
LIABILITIES:
- -----------------------------------------------------------------------------------
Dividends payable                                                        $  216,505
- ----------------------------------------------------------------------
Payable for Fund shares redeemed                                            106,714
- ----------------------------------------------------------------------
Accrued expenses                                                             32,347
- ----------------------------------------------------------------------   ----------
    Total liabilities                                                                       355,566
- -----------------------------------------------------------------------------------    ------------
NET ASSETS for 5,522,526 shares of beneficial interest outstanding                     $ 58,480,220
- -----------------------------------------------------------------------------------    ------------
NET ASSETS CONSIST OF:
- -----------------------------------------------------------------------------------
Paid-in capital                                                                        $ 58,023,203
- -----------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                                        (265,790)
- -----------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                                   722,807
- -----------------------------------------------------------------------------------    ------------
    Total Net Assets                                                                   $ 58,480,220
- -----------------------------------------------------------------------------------    ------------
NET ASSET VALUE per Share ($58,480,220  DIVIDED BY 5,522,526 shares of
beneficial interest outstanding)                                                       $      10.59
- -----------------------------------------------------------------------------------    ------------
OFFERING PRICE per Share (100/97 of $10.59)*                                           $      10.92
- -----------------------------------------------------------------------------------    ------------
REDEMPTION PROCEEDS per Share (99.5/100 of $10.59)**                                   $      10.54
- -----------------------------------------------------------------------------------    ------------
<FN>

 * See "What Shares Cost" in the prospectus.
** See "Redeeming Shares" in the prospectus.
</TABLE>

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

                                       33

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                            <C>         <C>           <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest income                                                                          $ 3,077,571
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee                                                    $  229,413
- -----------------------------------------------------------------------
Trustees' fees                                                                  2,290
- -----------------------------------------------------------------------
Administrative personnel and services                                         197,395
- -----------------------------------------------------------------------
Custodian and portfolio accounting fees                                        71,241
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                       29,045
- -----------------------------------------------------------------------
Fund share registration costs                                                  22,908
- -----------------------------------------------------------------------
Shareholder services fee                                                       14,615
- -----------------------------------------------------------------------
Legal fees                                                                      6,611
- -----------------------------------------------------------------------
Printing and postage                                                           11,901
- -----------------------------------------------------------------------
Auditing fees                                                                  16,469
- -----------------------------------------------------------------------
Insurance premiums                                                              5,761
- -----------------------------------------------------------------------
Miscellaneous                                                                   3,367
- -----------------------------------------------------------------------    ----------
    Total expenses                                                            611,016
- -----------------------------------------------------------------------
Deduct--
- ------------------------------------------------------------
  Waiver of investment advisory fee                            $229,413
- ------------------------------------------------------------
  Reimbursement of other operating expenses by Adviser           94,835       324,248
- ------------------------------------------------------------   --------    ----------
    Net expenses                                                                             286,768
- -------------------------------------------------------------------------------------    -----------
        Net investment income                                                              2,790,803
- -------------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                             (249,785)
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                       (2,310,979)
- -------------------------------------------------------------------------------------    -----------
  Net realized and unrealized gain (loss) on investments                                  (2,560,764)
- -------------------------------------------------------------------------------------    -----------
      Change in net assets resulting from operations                                     $   230,039
- -------------------------------------------------------------------------------------    -----------
</TABLE>

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

                                       34

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED AUGUST 31,
                                                                              ------------------------------
                                                                                  1994             1993
                                                                              -------------    -------------
<S>                                                                           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                         $   2,790,803    $   1,972,851
- ---------------------------------------------------------------------------
Net realized gain (loss) on investments ($3,738 and $12,267 net loss,
respectively, as computed for federal income tax purposes)                         (249,785)          (3,738)
- ---------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments              (2,310,979)       2,434,646
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from operations                                    230,039        4,403,759
- ---------------------------------------------------------------------------   -------------    -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income                             (2,790,803)      (1,972,851)
- ---------------------------------------------------------------------------   -------------    -------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ---------------------------------------------------------------------------
Proceeds from sale of shares                                                     26,346,131       32,334,217
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends
declared                                                                            221,749          177,979
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                         (16,151,756)     (11,316,461)
- ---------------------------------------------------------------------------   -------------    -------------
  Change in net assets resulting from Fund share transactions                    10,416,124       21,195,735
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets                                                          7,855,360       23,626,643
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                              50,624,860       26,998,217
- ---------------------------------------------------------------------------   -------------    -------------
End of period                                                                 $  58,480,220    $  50,624,860
- ---------------------------------------------------------------------------   -------------    -------------
</TABLE>

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

                                       35

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Municipal  Securities  Income  Trust  (the  "Trust")  is  registered  under  the
Investment Company  Act  of  1940,  as  amended  (the  "Act"),  as  an  open-end
management  investment  company.  The  Trust  consists  of  ten, non-diversified
portfolios. The  financial  statements included  herein  present only  those  of
Michigan  Intermediate Municipal Trust (the "Fund"). The financial statements of
the other portfolios are presented separately. The assets of each portfolio  are
segregated  and a  shareholder's interest is  limited to the  portfolio in which
shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

A.  INVESTMENT VALUATIONS--Municipal bonds are valued by an independent  pricing
    service  taking into consideration yield,  liquidity, risk, credit, quality,
    coupon, maturity, type  of issue, and  any other factors  or market data  it
    deems  relevant  in  determining valuations  for  normal  institutional size
    trading units of debt securities.  The independent pricing service does  not
    rely  exclusively  on quoted  prices.  Short-term securities  with remaining
    maturities of sixty  days or  less may be  stated at  amortized cost,  which
    approximates value.

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

C.  FEDERAL TAXES--It is the Fund's policy to comply with the provisions of  the
    Code  applicable  to regulated  investment  companies and  to  distribute to
    shareholders  each  year  substantially   all  of  its  tax-exempt   income.
    Accordingly,  no provisions  for federal  tax are  necessary. At  August 31,
    1994, the Fund, for federal tax purposes, had a capital loss carryforward of
    $16,005, which will reduce the Fund's taxable income arising from future net
    realized gain on investments, if any,  to the extent permitted by the  Code,
    and  thus will reduce the amount  of the distributions to shareholders which
    would otherwise  be necessary  to  relieve the  Fund  of any  liability  for
    federal  tax.  Pursuant to  the Code,  such  capital loss  carryforward will
    expire in  2001  ($12,267), and  2002  ($3,738). Additionally,  net  capital
    losses  of  $249,785 attributable  to  security transactions  incurred after
    October 31, 1993 are treated as arising on September 1, 1994, the first  day
    of the Fund's next taxable year.

D.  WHEN-ISSUED  AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage in
    when-issued or delayed delivery  transactions. The Fund records  when-issued
    securities on the trade date and

                                       36

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
    maintains  security  positions such  that sufficient  liquid assets  will be
    available to make payment for the securities purchased. Securities purchased
    on a when-issued or  delayed delivery basis are  marked to market daily  and
    begin earning interest on the settlement date.

E.  CONCENTRATION  OF CREDIT RISK--Since the  Fund invests a substantial portion
    of its assets in issuers located in  one state, it will be more  susceptible
    to  factors  adversely  affecting issuers  of  that  state than  would  be a
    comparable general tax-exempt  mutual fund.  In order to  reduce the  credit
    risk  associated  with  such  factors,  at August  31,  1994,  32.3%  of the
    securities in the portfolio of investments  are backed by letters of  credit
    or  bond insurance of various  financial institutions and financial guaranty
    assurance agencies.  The  value  of  investments  insured  by  or  supported
    (backed)  by a letter  of credit for  any one institution  or agency did not
    exceed 13.8% of total investments.

F.  DEFERRED  EXPENSES--The  costs  incurred  by   the  Fund  with  respect   to
    registration  of its shares in its  first fiscal year, excluding the initial
    expense of  registering  its  shares,  have  been  deferred  and  are  being
    amortized  using the  straight-line method  not to  exceed a  period of five
    years from the Fund's commencement date.

G.  OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full   and  fractional  shares  of  beneficial  interest  (without  par  value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                          YEAR ENDED AUGUST 31,
                                                        -------------------------
                                                           1994          1993
- ------------------------------------------------------  -----------   -----------
<S>                                                     <C>           <C>
Shares sold                                               2,416,275     3,040,690
- ------------------------------------------------------
Shares issued to shareholders in payment of dividends
declared                                                     20,450        16,535
- ------------------------------------------------------
Shares redeemed                                          (1,508,248)   (1,063,790)
- ------------------------------------------------------  -----------   -----------
  Net change resulting from Fund share transactions         928,477     1,993,435
- ------------------------------------------------------  -----------   -----------
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Advisers, the Fund's investment adviser (the "Adviser"),
receives for its services an annual investment  advisory fee equal to .40 of  1%
of  the Fund's average daily  net assets. The Adviser  may voluntarily choose to
waive a portion of its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate  this voluntary waiver and reimbursement  at
any time at its sole discretion.

                                       37

MICHIGAN INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

ADMINISTRATIVE  FEE--Federated Administrative Services ("FAS") provides the Fund
with administrative  personnel  and services.  Prior  to March  1,  1994,  these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by  subsidiaries of Federated  Investors for the  period. The administrative fee
received during the period of the Administrative Services Agreement shall be  at
least $125,000 per portfolio and $30,000 per each additional class of shares.

SHAREHOLDER  SERVICES FEE--Under the  terms of a  Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25  of
1%  of average net  assets for the  Fund for the  period. This fee  is to obtain
certain personal services  for shareholders and  the maintenance of  shareholder
accounts.

TRANSFER   AND  DIVIDEND  DISBURSING   AGENT  FEES--Federated  Services  Company
("FServ") serves as transfer agent and  dividend disbursing agent for the  Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.

ORGANIZATIONAL   EXPENSES--Organizational  expenses  of   $29,550  and  start-up
administrative services expenses of $82,009 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following September
9, 1991 (date the Fund  first became effective). For  the year ended August  31,
1994, the Fund paid $2,833 and $5,666, respectively, pursuant to this agreement.

INTERFUND  TRANSACTIONS--During the year ended August 31, 1994, the Fund engaged
in purchase and sale transactions with  other affiliated funds at current  value
on the date of the transaction pursuant to Rule 17a-7 under the Act amounting to
$19,200,000 and $18,200,000, respectively.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
fiscal year ended August 31, 1994, were as follows:

<TABLE>
<S>                                                 <C>
- --------------------------------------------------
PURCHASES                                           $17,667,323
- --------------------------------------------------  -----------
SALES                                               $ 7,430,325
- --------------------------------------------------  -----------
</TABLE>

                                       38

INDEPENDENT AUDITORS' REPORT
- ---------------------------------------------------------

To the Board of Trustees of MUNICIPAL SECURITIES INCOME TRUST
and Shareholders of MICHIGAN INTERMEDIATE MUNICIPAL TRUST:

We  have audited the accompanying statement of assets and liabilities, including
the portfolio  of  investments,  of Michigan  Intermediate  Municipal  Trust  (a
portfolio  of  Municipal Securities  Income Trust)  as of  August 31,  1994, the
related statement  of operations  for  the year  then  ended, the  statement  of
changes  in net  assets for the  years ended August  31, 1994 and  1993, and the
financial highlights (see page 2 of the prospectus) for each of the years in the
three-year  period  ended  August  31,  1994.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Trust's  management. Our
responsibility is  to  express an  opinion  on these  financial  statements  and
financial highlights based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our procedures included confirmation  of the securities owned as  of
August  31, 1994  by correspondence with  the custodian. An  audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our  opinion,  such financial  statements  and financial  highlights  present
fairly,   in  all  material   respects,  the  financial   position  of  Michigan
Intermediate Municipal  Trust  as  of  August  31,  1994,  the  results  of  its
operations,  the changes in its net assets, and its financial highlights for the
respective stated  periods  in  conformity with  generally  accepted  accounting
principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 7, 1994

                                       39

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

<TABLE>
<S>                                                              <C>
              Michigan Intermediate Municipal Trust              Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Distributor
              Federated Securities Corp.                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Investment Adviser
              Federated Advisers                                 Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Custodian
              State Street Bank and Trust Company                P.O. Box 8604
                                                                 Boston, Massachusetts 02266-8604
- -------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, D.C. 20037
- -------------------------------------------------------------------------------------------
Independent Auditors
              Deloitte & Touche LLP                              125 Summer Street
                                                                 Boston, Massachusetts 02110-1617
</TABLE>

                                       40

- --------------------------------------------------------------------------------
                              MICHIGAN INTERMEDIATE
                              MUNICIPAL TRUST

                                            PROSPECTUS

                                            A Non-Diversified Portfolio of
                                            Municipal Securities Income Trust,
                                            An Open-End, Management
                                            Investment Company

                                            October 31, 1994
   [LOGO]
    Federated Securities Corp.
     Distributor

     A subsidiary of FEDERATED INVESTORS

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PA 15222-3779
        [LOGO]
                             RECYCLED
             625922703           PAPER
      1041202A (10/94)


                     MICHIGAN INTERMEDIATE MUNICIPAL TRUST

                   (FORMERLY, MICHIGAN MUNICIPAL INCOME FUND)

               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)

                      STATEMENT OF ADDITIONAL INFORMATION

   This Statement of Additional Information should be read with the
   prospectus of Michigan Intermediate Municipal Trust (the "Fund")
   dated October 31, 1994. This Statement is not a prospectus itself. To
   receive a copy of the prospectus write or call the Fund.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                     Statement dated October 31, 1994

      [LOGO]
   Federated Securities Corp.
   Distributor
   A subsidiary of FEDERATED INVESTORS

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

<TABLE>
<S>                                                      <C>
GENERAL INFORMATION ABOUT THE FUND                         1
- ------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES                          1
- ------------------------------------------------------------
  Acceptable Investments                                   1
  When-Issued and Delayed Delivery
    Transactions                                           2
  Temporary Investments                                    2
  Portfolio Turnover                                       3

INVESTMENT LIMITATIONS                                     3
- ------------------------------------------------------------
  Michigan Investment Risks                                5

MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT               6
- ------------------------------------------------------------
  Fund Ownership                                           8
  The Funds                                                9
  Trustee Liability                                        9
INVESTMENT ADVISORY SERVICES                               9
- ------------------------------------------------------------
  Adviser to the Fund                                      9
  Advisory Fees                                            9

ADMINISTRATIVE SERVICES                                   10
- ------------------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT              10
- ------------------------------------------------------------
SHAREHOLDER SERVICES PLAN                                 10
- ------------------------------------------------------------
BROKERAGE TRANSACTIONS                                    10
- ------------------------------------------------------------
PURCHASING SHARES                                         11
- ------------------------------------------------------------
  Conversion to Federal Funds                             11
  Purchases by Sales Representatives, Fund
    Trustees, and Employees                               11

DETERMINING NET ASSET VALUE                               11
- ------------------------------------------------------------
  Valuing Municipal Bonds                                 11
  Use of Amortized Cost                                   11

REDEEMING SHARES                                          11
- ------------------------------------------------------------
  Redemption in Kind                                      12

TAX STATUS                                                12
- ------------------------------------------------------------
  The Fund's Tax Status                                   12
  Shareholder's Tax Status                                12

TOTAL RETURN                                              12
- ------------------------------------------------------------
YIELD                                                     13
- ------------------------------------------------------------
TAX-EQUIVALENT YIELD                                      13
- ------------------------------------------------------------
  Tax-Equivalency Table                                   13

PERFORMANCE COMPARISONS                                   14
- ------------------------------------------------------------
APPENDIX                                                  15
- ------------------------------------------------------------
</TABLE>

                                       I

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------
The Fund is a portfolio in Municipal Securities Income Trust (the "Trust"). On
September 16, 1992 (effective date October 31, 1992) the Board of Trustees (the
"Trustees") approved changing the name of the Trust from Federated Municipal
Income Trust to Municipal Securities Income Trust. On June 1, 1994, Michigan
Municipal Income Fund changed its name to Michigan Intermediate Municipal Trust.
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated August 6, 1990.

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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and the personal income taxes imposed by the
State of Michigan and Michigan municipalities. The investment objective cannot
be changed without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a portfolio of municipal securities, which are
exempt from federal regular income tax and Michigan state and local tax
("Michigan Municipal Securities"). These securities include those issued by or
on behalf of the State of Michigan and Michigan municipalities, and those issued
by states, territories, and possessions of the United States which are exempt
from federal regular income tax and the personal income tax imposed by the State
of Michigan and Michigan municipalities.

    CHARACTERISTICS

      The Michigan Municipal Securities in which the Fund invests have the
      characteristics set forth in the prospectus.

      If a rated bond loses its rating or has its rating reduced after the Fund
      has purchased it, the Fund is not required to drop the bond from the
      portfolio, but will consider doing so. If ratings made by Moody's
      Investors Service, Inc., Standard & Poor's Ratings Group or Fitch's
      Investors Service, Inc. change because of changes in those organizations
      or in their rating systems, the Fund will try to use comparable ratings as
      standards in accordance with the investment policies described in the
      Fund's prospectus.

    TYPES OF ACCEPTABLE INVESTMENTS

      Examples of Michigan Municipal Securities are:

         - municipal notes and municipal commercial paper;

         - serial bonds sold with differing maturity dates;

         - tax anticipation notes sold to finance working capital needs of
           municipalities;

         - bond anticipation notes sold prior to the issuance of longer-term
           bonds;

         - pre-refunded municipal bonds; and

         - general obligation bonds secured by a municipality pledge of
           taxation.

    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).

    VARIABLE RATE MUNICIPAL SECURITIES

      Variable interest rates generally reduce changes in the market value of
      municipal securities from their original purchase prices. Accordingly, as
      interest rates decrease or increase, the potential for capital
      appreciation or depreciation is less for variable rate municipal
      securities than for fixed income obligations.

      The terms of these variable rate demand instruments require payment of
      principal and accrued interest from the issuer of the municipal
      obligations, the issuer of the participation interests, or a guarantor of
      either issuer.

                                                                               1

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

    MUNICIPAL LEASES

      The Fund may purchase municipal securities in the form of participation
      interests which represent undivided proportional interests in lease
      payments by a governmental or non-profit entity. The lease payments and
      other rights under the lease provide for and secure the payments on the
      certificates. Lease obligations may be limited by municipal charter or the
      nature of the appropriation for the lease. In particular, lease
      obligations may be subject to periodic appropriation. If the entity does
      not appropriate funds for future lease payments, the entity cannot be
      compelled to make such payments. Furthermore, a lease may provide that the
      certificate trustee cannot accelerate lease obligations upon default. The
      trustee would only be able to enforce lease payments as they became due.
      In the event of default or failure of appropriation, it is unlikely that
      the trustee 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 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");

         - 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. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the 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.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

      Repurchase agreements are arrangements in which banks, broker/dealers, and
      other recognized financial institutions sell U.S. government securities or
      certificates of deposit to the Fund and agree at the time of sale to
      repurchase them at a mutually agreed upon time and price within one year
      from the date of acquisition. The Fund or its custodian will take
      possession of the securities subject to repurchase agreements. To the
      extent that the original seller does not repurchase the securities from
      the Fund, the Fund could receive less than the repurchase price on any
      sale of such securities. In the event that such 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 may only enter into repurchase
      agreements with banks and other recognized financial institutions, such as
      broker/dealers, which are found by the Fund's investment adviser to be
      creditworthy pursuant to guidelines established by the Trustees.

2

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

      From time to time, such as when suitable Michigan municipal bonds are not
      available, the Fund may invest a portion of its assets in cash. Any
      portion of the Fund's assets maintained in cash will reduce the amount of
      assets in Michigan municipal bonds and thereby reduce the Fund's yield.

    REVERSE REPURCHASE AGREEMENTS

      The Fund may also enter into reverse repurchase agreements. This
      transaction is similar to borrowing cash. In a reverse repurchase
      agreement the Fund transfers possession of a portfolio instrument to
      another person, such as a financial institution, broker, or dealer, in
      return for a percentage of the instrument's market value in cash, and
      agrees that on a stipulated date in the future the Fund will repurchase
      the portfolio instrument by remitting the original consideration plus
      interest at an agreed upon rate. The use of reverse repurchase agreements
      may enable the Fund to avoid selling portfolio instruments at a time when
      a sale may be deemed to be disadvantageous, but the ability to enter into
      reverse repurchase agreements does not ensure that the Fund will be able
      to avoid selling portfolio instruments at a disadvantageous time.

      When effecting reverse repurchase agreements, liquid assets of the Fund,
      in a dollar amount sufficient to make payment for the obligations to be
      purchased, are segregated at the trade date. These securities are marked
      to market daily and maintained until the transaction is settled.

PORTFOLIO TURNOVER

The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual rate of portfolio turnover
exceeding 100%. For the fiscal years ended August 31, 1994 and 1993, the Fund's
portfolio turnover rate was 13% and 3%, respectively.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

    SELLING SHORT AND BUYING ON MARGIN

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

    ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

      The Fund will not borrow money or engage in reverse repurchase agreements
      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. During the period any reverse repurchase
      agreements are outstanding, but only to the extent necessary to assure
      completion of the reverse repurchase agreements, the Fund will restrict
      the purchase of portfolio instruments to money market instruments maturing
      on or before the expiration date of the reverse repurchase agreements.

    PLEDGING ASSETS

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

    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.

                                                                               3

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

    INVESTING IN REAL ESTATE

      The Fund will not buy or sell real estate, including limited partnership
      interests, although it may invest in municipal bonds secured by real
      estate or interests in real estate.

    INVESTING IN COMMODITIES

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

    INVESTING IN RESTRICTED SECURITIES

      The Fund will not invest more than 10% of the value of its assets in
      securities subject to restrictions on resale under the Securities Act of
      1933.

    LENDING CASH OR SECURITIES

      The Fund will not lend any of its assets except that it may acquire
      publicly or non-publicly issued municipal bonds or temporary investments
      or enter into repurchase agreements in accordance with its investment
      objective, policies, and limitations or its Declaration of Trust.

    DEALING IN PUTS AND CALLS

      The Fund will not buy or sell puts, calls, straddles, spreads, or any
      combination of these.

    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 would be invested 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, i.e., repurchase agreements.

The above investment limitations cannot be changed without shareholder approval.
The following 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 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 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 1/2 of 1% of the issuer's securities together own
      more than 5% of the issuer's securities.

    INVESTING IN ILLIQUID SECURITIES

      The Fund will not invest more than 15% of its net assets in illiquid
      obligations, including repurchase agreements providing for settlement in
      more than seven days after notice, and certain restricted securities.

    INVESTING IN NEW ISSUERS

      The Fund will not invest more than 5% of the value of its total assets in
      industrial development bonds where the principal and interest are the
      responsibility of companies (or guarantors, where applicable) with less
      than three years of continuous operations, including the operation of any
      predecessor.

    INVESTING IN MINERALS

      The Fund will not purchase or sell, oil, gas, or other mineral exploration
      or development programs, or leases, although it may invest in the
      securities of issuers which invest in or sponsor such programs.

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

4

- --------------------------------------------------------------------------------
of such restriction. During the fiscal year ended August 31, 1994, the Fund did
not borrow or pledge securities in excess of 5% of the value of its net assets.

The Fund does not expect to borrow money or pledge securities or invest in
repurchase agreements in excess of 5% of the value of its net assets during the
coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits 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."

MICHIGAN INVESTMENT RISKS

The Michigan economy has diversified away from durable goods manufacturing with
service sector employment currently at 25.7% of total employment. However,
manufacturing and the automobile sector in particular, still have significant
influence over the State's economy. Michigan's economy tends to fluctuate with
the cyclical trends of the manufacturing sector, which still accounts for nearly
23% of total State employment. The states unemployment rate is currently below
the national unemployment rate for the first time reflecting both the
diversification of the regional economy and significant improvement in the
automobile sector and related industries.

In March of 1994 voters approved a tax restructuring plan which replaced
property taxes with a $.02 increase in the sales tax and a $.50 increase in
cigarette taxes. This tax restructuring was in response to discontent over high
property taxes and inequality in State funding for education. The success of
these tax initiatives will not be clear for some time and may constrain the
state and its local governments ability to operate. Additional fiscal
constraints on Michigan's state and local governments ability to raise taxes
include a 5% or rate of inflation cap on property tax increases and a limit on
the amount of sales tax revenue which can be raised by the state to a percentage
of personal income.

Michigan's finances were hard hit during the 1990 and 1991 fiscal periods.
Spending cuts and an improving state economy resulted in surplus revenues of
$254 million in fiscal 1992. As a result of continuing surplus funds in fiscal
years 1993 and 1994 Michigan expects to increase the budget stabilization fund
to a record level of $573 million by fiscal year end 1994. The state of Michigan
maintains a conservative debt position with per capita debt remaining below the
national average. Michigan also uses its general obligation borrowing capacity
to lower the borrowing cost of local school districts through the School Bond
Loan Program.

                                                                               5

MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, present positions with
Municipal Securities Income Trust, and principal occupations.

- --------------------------------------------------------------------------------
John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

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 and Trustee of the Trust.

- --------------------------------------------------------------------------------
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

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

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.

- --------------------------------------------------------------------------------
J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA

Vice President and Trustee

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.

6

- --------------------------------------------------------------------------------
James E. Dowd
571 Hayward Mill Road
Concord, MA

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

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.

- --------------------------------------------------------------------------------
Edward L. Flaherty, Jr.+
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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

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
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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.

- --------------------------------------------------------------------------------
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

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.

                                                                               7

- --------------------------------------------------------------------------------
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.

- --------------------------------------------------------------------------------
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

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

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

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 Trustees between meetings of the
  Board.

FUND OWNERSHIP

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

As of September 28, 1994, the following shareholders of record owned 5% or more
of the outstanding shares of the Fund: CHEMBACO, Midland, MI, owned
approximately 310,600 shares 6.09%; Shoreline Co., South Haven, MI, owned
approximately 490,928 shares 9.63%; First Mar and Company, Marquette, MI, owned
approximately 268,523 shares 5.27%; Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL, owned approximately 20,942 shares 6.79%; and FESCA, Escanaba,
MI, owned approximately 1,130,603 shares 22.17%.

8

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

THE FUNDS

As used in the prospectus and this Statement of Additional Information, "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 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;
The Medalist Funds: Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income Trust; New York Municipal
Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
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; and World Investment Series, Inc.

TRUSTEE LIABILITY

The Trust's 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
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is Federated Advisers (the "Adviser"). 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 Advisers receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended August
31, 1994, and 1993, and for the period from September 18, 1991 (date of initial
public investment) to August 31, 1992, the Adviser earned advisory fees of
$229,413, $154,387, and $59,327, respectively, all of which were 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
      2.5% per year of the first $30 million of average net assets, 2% per year
      of the next $70 million of average net assets, and 1.5% per year of the
      remaining average net assets, the adviser will reimburse the Trust for its
      expenses over the limitation.

                                                                               9

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

      If the Fund's monthly projected operating expenses exceed this expense
      limitation, the investment advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment. If the expense limitation
      is exceeded, the amount to be reimbursed by the Adviser will be limited,
      in any single fiscal year, by the amount of the investment advisory fee.
      This arrangement in not part of the advisory contract and may be amended
      or rescinded in the future.

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

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 August 31, 1994, the Administrators collectively earned
$197,395, none of which was waived. For the fiscal year ended August 31, 1993,
and for the period from September 18, 1991 (date of initial public investment)
to August 31, 1992 Federated Administrative Services, Inc., earned $237,374 and
$75,794, respectively, none of which was waived. Dr. Henry J. Gailliot, an
officer of Federated Advisers, the Adviser to the Fund, holds approximately 20%
of the outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type, and number of accounts
and transactions made by shareholders.

Federated Services Company also maintains the Fund's accounting records. The fee
based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

SHAREHOLDER SERVICES PLAN
- --------------------------------------------------------------------------------

This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to financial institutions to cause services to to be provided
to shareholders 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, 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.

For the fiscal year ended August 31, 1994, payments in the amount of $14,615
were made pursuant to the Shareholder Services Plan.

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
review by the Trustees. The Adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
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.

10

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

The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, shares are sold
at their net asset value plus a sales load on days the New York Stock Exchange
is open for business. The procedure for purchasing shares is explained in the
prospectus under "Investing in the Fund."

CONVERSION TO FEDERAL FUNDS

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

PURCHASES BY SALES REPRESENTATIVES, FUND TRUSTEES, AND EMPLOYEES

Trustees, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy shares at net asset value without a sales load.
Shares may also be sold without a sales load to trusts or pension or
profit-sharing plans for these persons. These sales are made with the
purchaser's written assurance that the purchase is for investment purposes and
that the securities will not be resold except through redemption by the Fund.

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

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

VALUING MUNICIPAL BONDS

The Trustees use an independent pricing service to value municipal bonds. The
independent pricing service takes into consideration yield, stability, risk,
quality, coupon rate, maturity, type of issue, trading characteristics, special
circumstances of a security or trading market, and any other factors or market
data it considers relevant in determining valuations for normal institutional
size trading units of debt securities, and does not rely exclusively on quoted
prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less, at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.

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

The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Although State Street Bank does not charge
for telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

                                                                              11

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

REDEMPTION IN KIND

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

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable.

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

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

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, 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.

SHAREHOLDER'S TAX STATUS

    CAPITAL GAINS

      Capital gains or losses may be realized by the Fund on the sale of
      portfolio securities and as a result of discounts from par value on
      securities held to maturity. Sales would generally be made because of:

            - the availability of higher relative yields;

            - differentials in market values;

            - new investment opportunities;

            - changes in creditworthiness of an issuer; or

            - an attempt to preserve gains or limit losses.

      Distribution of long-term capital gains are taxed as such, whether they
      are taken in cash or reinvested, and regardless of the length of time the
      shareholder has owned the shares. Any loss by a shareholder on Fund shares
      held for less than six months and sold after a capital gains distribution
      will be treated as a long-term capital loss to the extent of the capital
      gains distribution.

TOTAL RETURN
- --------------------------------------------------------------------------------

The Fund's average annual total return for the one-year period ended August 31,
1994, and for the period from September 18, 1991 (date of initial public
investment) to August 31, 1994, was (2.14%) and 19.82%, respectively.

The average annual total return of the Fund is the average compounded rate of
return for a given period of time 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 offering price per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000 less any applicable sales load, adjusted
over the period by any additional shares, assuming a monthly reinvestment of all
dividends and distributions. Any applicable contingent deferred sales charge is
deducted from the ending value of the investment based on the lesser of the
original purchase price or the offering price of shares redeemed.

12

YIELD
- --------------------------------------------------------------------------------
The Fund's yield for the thirty-day period ended August 31, 1994 was 4.72%.

The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the
thirty-day period is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by the Fund because of certain adjustments
required by the Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders. To the
extent that financial institutions and broker/dealers charge fees in connection
with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

The Fund's tax-equivalent yield for the thirty-day period ended August 31, 1994
was 7.00%.

The tax-equivalent yield for 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 28% tax rate and assuming that income is 100%
tax-exempt.

TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax* and the income
taxes imposed by the State of Michigan. As the table below indicates, a
"tax-free" investment is an attractive choice for investors, particularly in
times of narrow spreads between "tax-free" and taxable yields.

<TABLE>
<CAPTION>
                                 TAXABLE YIELD EQUIVALENT FOR 1994
                                         STATE OF MICHIGAN
- ---------------------------------------------------------------------------------------------------
                          COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                    19.60%         32.60%           35.60%             40.60%            44.20%
- ---------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>               <C>                 <C>
  JOINT RETURN     $1-38,000   $38,001-91,850   $91,851-140,000   $140,001-250,000    OVER $250,000
- ---------------------------------------------------------------------------------------------------
 SINGLE RETURN     $1-22,750   $22,751-55,100   $55,101-115,000   $115,001-250,000    OVER $250,000
- ---------------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD                               TAXABLE YIELD EQUIVALENT
     1.50%             1.87%        2.23%             2.33%              2.53%             2.69%
     2.00%             2.49%        2.97%             3.11%              3.37%             3.58%
     2.50%             3.11%        3.71%             3.88%              4.21%             4.48%
     3.00%             3.73%        4.45%             4.66%              5.05%             5.38%
     3.50%             4.35%        5.19%             5.43%              5.89%             6.27%
     4.00%             4.98%        5.93%             6.21%              6.73%             7.17%
     4.50%             5.60%        6.68%             6.99%              7.58%             8.06%
     5.00%             6.22%        7.42%             7.76%              8.42%             8.96%
     5.50%             6.84%        8.16%             8.54%              9.26%             9.86%
     6.00%             7.46%        8.90%             9.32%             10.10%            10.75%
- ---------------------------------------------------------------------------------------------------
<FN>
    * Some portions of the Fund's income may be subject to the federal
      alternative minimum tax and state and local taxes.
    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.
</TABLE>

                                                                              13

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------
The Fund's performance depends upon such variables as:

    - portfolio quality;

    - average portfolio maturity;

    - type of instruments in which the portfolio is invested;

    - changes in interest rates and market value of portfolio securities;

    - changes in the Fund's expenses; and

    - various other factors.

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

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:

LEHMAN BROTHERS SEVEN YEAR STATE GENERAL OBLIGATION BOND INDEX is an index of
general obligation bonds rated A or better with 6-8 years to maturity.

LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specific period of time. From
time to time, the Fund will quote its Lipper ranking in the "general municipal
bond funds" category in advertising and sales literature.

MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than 1,000 NASDAQ
listed mutual funds of all types, according to their risk-adjusted returns. The
maximum rating is five stars, and ratings are effective for two weeks.

Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in the
Fund based on monthly reinvestment of dividends over a specific period of time.

Advertisements may quote performance information which does not reflect the
effect of the sales load.

14

APPENDIX
- --------------------------------------------------------------------------------

            STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATINGS

AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's
Ratings Group ("S&P"). Capacity to pay interest and repay principal is extremely
strong.

AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

       MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS DEFINITIONS

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

              FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of very high quality. The
obligor has an exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

            STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS

SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

                                                                              15

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

               MOODY'S INVESTORS SERVICE SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

             FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATINGS

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.

     STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS DEFINITIONS

A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

               MOODY'S INVESTORS SERVICE COMMERCIAL PAPER RATINGS

P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: Leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

625922703
1041202B (10/94)                                                              16



- --------------------------------------------------------------------------------
    NEW YORK MUNICIPAL INCOME FUND
    (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
     FORTRESS SHARES
     PROSPECTUS

     The  Fortress Shares  of New York  Municipal Income  Fund (the "Fund")
     offered by this  prospectus represent interests  in a  non-diversified
     portfolio  of  securities  which  is one  of  a  series  of investment
     portfolios in  Municipal Securities  Income  Trust (the  "Trust"),  an
     open-end management investment company (a mutual fund). The investment
     objective  of the  Fund is to  provide current income  which is exempt
     from federal regular income tax and the personal income taxes  imposed
     by the State of New York and New York municipalities. The Fund invests
     primarily in a portfolio of New York municipal securities.

     THE  SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS
     OF ANY BANK, ARE NOT ENDORSED OR  GUARANTEED BY ANY BANK, AND ARE  NOT
     INSURED  BY  THE FEDERAL  DEPOSIT  INSURANCE CORPORATION,  THE FEDERAL
     RESERVE BOARD, OR  ANY OTHER  GOVERNMENT AGENCY.  INVESTMENT IN  THESE
     SHARES  INVOLVES  INVESTMENT  RISKS  INCLUDING  THE  POSSIBLE  LOSS OF
     PRINCIPAL.

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

     The Fund  has also  filed a  Statement of  Additional Information  for
     Fortress  Shares  dated  October  31, 1994,  with  the  Securities and
     Exchange Commission.  The information  contained in  the Statement  of
     Additional   Information  is  incorporated   by  reference  into  this
     prospectus. You  may request  a copy  of the  Statement of  Additional
     Information  free of charge by calling 1-800-235-4669. To obtain other
     information  or  to  make  inquiries  about  the  Fund,  contact  your
     financial institution.

     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 October 31, 1994

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

<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                   1
- --------------------------------------------
FINANCIAL HIGHLIGHTS                       2
- --------------------------------------------
GENERAL INFORMATION                        3
- --------------------------------------------
FORTRESS INVESTMENT PROGRAM                3
- --------------------------------------------
INVESTMENT INFORMATION                     4
- --------------------------------------------
  Investment Objective                     4
  Investment Policies                      4
  New York Municipal Securities            7
  Investment Risks                         7
  Non-Diversification                      7
  Investment Limitations                   8

NET ASSET VALUE                            8
- --------------------------------------------
INVESTING IN FORTRESS SHARES               8
- --------------------------------------------
  Share Purchases                          8
  Minimum Investment Required              9
  What Shares Cost                         9
  Eliminating the Sales Load              10
  Systematic Investment Program           11
  Exchange Privilege                      11
  Certificates and Confirmations          12
  Dividends and Distributions             12
REDEEMING FORTRESS SHARES                 13
- --------------------------------------------
  Through a Financial Institution         13
  Directly By Mail                        13
  Contingent Deferred Sales Charge        14
  Systematic Withdrawal Program           15
  Accounts with Low Balances              15

MUNICIPAL SECURITIES INCOME TRUST
  INFORMATION                             16
- --------------------------------------------
  Management of Municipal Securities
   Income Trust                           16
  Distribution of Fortress Shares         17
  Administration of the Fund              18

SHAREHOLDER INFORMATION                   19
- --------------------------------------------
  Voting Rights                           19
  Massachusetts Partnership Law           19

TAX INFORMATION                           19
- --------------------------------------------
  Federal Income Tax                      19
  New York Taxes                          20
  Other State and Local Taxes             21

PERFORMANCE INFORMATION                   21
- --------------------------------------------
FINANCIAL STATEMENTS                      22
- --------------------------------------------
INDEPENDENT AUDITORS' REPORT              32
- --------------------------------------------
ADDRESSES                                 33
- --------------------------------------------
</TABLE>

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               FORTRESS SHARES
                                      SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................      1.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1).......................................      1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                                  ANNUAL FORTRESS SHARES OPERATING EXPENSES
                                   (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (2).................................................................      0.00%
12b-1 Fee (after waiver) (3)......................................................................      0.27%
Total Other Expenses (after expense reimbursement)................................................      0.73%
    Shareholder Services Fee (4).......................................................      0.23%
        Total Fortress Shares Operating Expenses (5)..............................................      1.00%
<FN>
(1)  The contingent deferred sales charge is 1.00% of the lesser of the original
     purchase  price or the net asset value of shares redeemed within four years
     of their purchase  date. For  a more complete  description see  "Contingent
     Deferred Sales Charge."
(2)  The management fee has been reduced to reflect the waiver of the management
     fee.  The adviser can  terminate this voluntary  waiver at any  time at its
     sole discretion. The maximum management fee is 0.40%.
(3)  The maximum 12b-1 fee is 0.50%.
(4)  The maximum shareholder services fee is 0.25%.
(5)  The Total Fortress Shares operating  expenses in the table above are  based
     on  expenses expected  during the fiscal  year ending August  31, 1995. The
     total Fortress Shares  operating expenses  were 0.39% for  the fiscal  year
     ended  August  31, 1994,  and would  have been  2.46% absent  the voluntary
     waiver of the management  fee, waiver of  a portion of  the 12b-1 fee,  and
     reimbursement of certain other operating expenses.
</TABLE>

    THE  PURPOSE OF  THIS TABLE  IS TO ASSIST  AN INVESTOR  IN UNDERSTANDING THE
VARIOUS COSTS AND  EXPENSES THAT A  SHAREHOLDER OF FORTRESS  SHARES OF THE  FUND
WILL  BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES,  SEE "INVESTING IN  FORTRESS SHARES" AND  "MUNICIPAL
SECURITIES  INCOME TRUST INFORMATION." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.

    Long-term shareholders  may pay  more than  the economic  equivalent of  the
maximum  front-end  sales  charge  permitted under  the  rules  of  the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
EXAMPLE                                                           1 YEAR     3 YEARS    5 YEARS   10 YEARS
- ---------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                              <C>        <C>        <C>        <C>
You would pay  the following expenses  on a $1,000  investment,
assuming  (1) 5% annual return and (2) redemption at the end of
each time period...............................................     $30        $53        $65       $131
You would pay the following expenses on the same investment,
assuming no redemption.........................................     $20        $42        $65       $131
</TABLE>

    THE ABOVE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST  OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                       1

NEW YORK MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditor's report on page 32.

<TABLE>
<CAPTION>
                                                                               YEAR ENDED
                                                                               AUGUST 31,
                                                                        -------------------------
                                                                           1994         1993*
- ----------------------------------------------------------------------  ----------  -------------
<S>                                                                     <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                    $   10.92   $   10.04
- ----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------
  Net investment income                                                      0.57        0.44
- ----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                    (0.82)       0.88
- ----------------------------------------------------------------------  ----------  -------------
  Total from investment operations                                          (0.25)       1.32
- ----------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------
  Dividends to shareholders from net investment income                      (0.57)      (0.44)
- ----------------------------------------------------------------------  ----------  -------------
NET ASSET VALUE, END OF PERIOD                                          $   10.10   $   10.92
- ----------------------------------------------------------------------  ----------  -------------
                                                                        ----------  -------------
TOTAL RETURN**                                                              (2.31)%     13.38%
- ----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------
  Expenses                                                                   0.39%       0.25%(a)
- ----------------------------------------------------------------------
  Net investment income                                                      5.49%       5.53%(a)
- ----------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                           2.07%       1.91%(a)
- ----------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $  23,152   $  14,495
- ----------------------------------------------------------------------
  Portfolio turnover rate                                                      37%          0%
- ----------------------------------------------------------------------
<FN>
 *   Reflects  operations for the period from  December 2, 1992 (date of initial
     public investment) to August 31, 1993.
**   Based on  net  asset  value, which  does  not  reflect the  sales  load  or
     contingent deferred sales charge, if applicable.
(a)  Computed on an annualized basis.
(b)  This  voluntary expense decrease  is reflected in both  the expense and net
     investment income ratios shown above.
</TABLE>

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

Further information  about the  Fund's performance  is contained  in the  Fund's
annual  report for the fiscal year ended  August 31, 1994, which can be obtained
free of charge.

                                       2

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

The Trust was established as a Massachusetts business trust under a  Declaration
of  Trust dated August  6, 1990. The  Declaration of Trust  permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered  in separate classes. With respect to this  Fund, as of the date of this
prospectus, the  Board of  Trustees ("Trustees")  has established  one class  of
shares, known as Fortress Shares ("Shares").

Shares  of the Fund are designed for customers of financial institutions such as
broker/dealers, banks,  fiduciaries, and  investment  advisers as  a  convenient
means  of accumulating an interest  in a professionally managed, non-diversified
portfolio investing  primarily  in  New York  municipal  securities.  A  minimum
initial  investment of  $1,500 is  required. Subsequent  investments must  be in
amounts of at least $100. The Fund is not likely to be a suitable investment for
non-New York taxpayers or retirement  plans since New York municipal  securities
are  not likely  to produce  competitive after-tax  yields for  such persons and
entities when compared to other investments.

Except as otherwise noted in this prospectus, Shares are sold at net asset value
plus an applicable sales load  and are redeemed at  net asset value. However,  a
contingent  deferred sales charge  ("CDSC") is imposed  on certain Shares, other
than Shares  purchased through  reinvestment of  dividends, which  are  redeemed
within four years of their purchase dates. Fund assets may be used in connection
with the distribution of Shares.

FORTRESS INVESTMENT PROGRAM
- --------------------------------------------------------------------------------

This class of shares is a member of a family of funds, collectively known as the
Fortress Investment Program. The other funds in the Program are:

    - American  Leaders Fund, Inc.  (Fortress Shares only),  providing growth of
      capital and income through high-quality stocks;

    - California Municipal Income Fund (Fortress Shares only), providing current
      income exempt  from federal  regular income  tax and  California  personal
      income taxes;

    - Fortress  Adjustable Rate  U.S. Government  Fund, Inc.,  providing current
      income consistent with lower volatility of principal through a diversified
      portfolio of adjustable  and floating rate  mortgage securities which  are
      issued   or   guaranteed  by   the  U.S.   government,  its   agencies  or
      instrumentalities;

    - Fortress  Bond   Fund,   providing  current   income   primarily   through
      high-quality corporate debt;

    - Fortress  Municipal Income Fund,  Inc., providing a  high level of current
      income generally exempt from the  federal regular income tax by  investing
      primarily in a diversified portfolio of municipal bonds;

    - Fortress  Utility Fund, Inc.,  providing high current  income and moderate
      capital appreciation  primarily  through  equity and  debt  securities  of
      utility companies;

                                       3

    - Government  Income  Securities,  Inc.,  providing  current  income through
      long-term U.S. government securities;

    - Liberty Equity Income Fund, Inc.  (Fortress Shares only), providing  above
      average  income and  capital appreciation through  income producing equity
      securities;

    - Limited Term  Fund  (Fortress Shares  only),  providing a  high  level  of
      current income consistent with minimum fluctuation in principal value;

    - Limited Term Municipal Fund (Fortress Shares only), providing a high level
      of  current  income  which  is  exempt  from  federal  regular  income tax
      consistent with the preservation of capital;

    - Money Market Management,  Inc., providing current  income consistent  with
      stability of principal through high-quality money market instruments;

    - Ohio  Municipal  Income  Fund (Fortress  Shares  only),  providing current
      income exempt  from federal  regular income  tax and  the personal  income
      taxes imposed by the state of Ohio and Ohio municipalities; and

    - World  Utility  Fund, providing  total  return by  investing  primarily in
      securities issued  by  domestic and  foreign  companies in  the  utilities
      industry.

Each  of  the funds  may also  invest in  certain other  types of  securities as
described in each fund's prospectus.

The Fortress Investment Program provides flexibility and diversification for  an
investor's  long-term investment  planning. It enables  an investor  to meet the
challenges  of  changing  market  conditions  by  offering  convenient  exchange
privileges  which give access  to various investment  vehicles, and by providing
the investment services of a proven, professional investment adviser.

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

INVESTMENT OBJECTIVE

The investment objective of  the Fund is to  provide current income exempt  from
federal  regular income  tax (federal  regular income  tax does  not include the
federal alternative minimum tax)  and the personal income  taxes imposed by  the
State  of New York and New  York municipalities. The investment objective cannot
be changed without approval  of shareholders. 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.

Interest income of the Fund that is exempt from the income taxes described above
retains its exempt status  when distributed to  the Fund's shareholders.  Income
distributed  by the Fund may  not necessarily be exempt  from state or municipal
taxes in states other than New York.

INVESTMENT POLICIES

The Fund pursues its investment  objective by investing primarily in  securities
which  are  exempt from  federal regular  income tax  and personal  income taxes
imposed by the State of New York and New

                                       4

York municipalities. At least 65% of the  value of the Fund's total assets  will
be  invested in obligations issued by or on behalf of the state of New York, its
political subdivisions,  or  agencies. Unless  indicated  otherwise,  investment
policies  of  the  Fund may  be  changed  by the  Trustees  without  approval of
shareholders. Shareholders will be notified before any material changes in these
policies become effective.

ACCEPTABLE INVESTMENTS.  The securities in which the Fund invests include:

    - obligations issued by or on behalf of the state of New York, its political
      subdivisions, or agencies;

    - debt obligations  of any  state, territory,  or possession  of the  United
      States,  including the District of  Columbia, or any political subdivision
      of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the  opinion of officers of the Fund  and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income tax  imposed
by the state of New York and New York municipalities.

The  prices of fixed  income securities fluctuate inversely  to the direction of
interest rates.

CHARACTERISTICS.  The  New York  municipal securities  which the  Fund buys  are
investment  grade bonds rated  Aaa, Aa, A,  or Baa by  Moody's Investors Service
Inc., ("Moody's"), or AAA, AA,  A, or BBB by  Standard and Poor's Ratings  Group
("S&P")  or by Fitch Investors Service, Inc.  ("Fitch") Bonds rated "BBB" by S&P
or Fitch  or  "Baa" by  Moody's  have speculative  characteristics.  Changes  in
economic  conditions or other circumstances are  more likely to lead to weakened
capacity to make  principal and interest  payments than higher  rated bonds.  In
certain cases the Fund's adviser may choose bonds which are unrated if it judges
the  bonds  to  have the  same  characteristics  as the  investment  grade bonds
described above. If  a bond  is rated below  investment grade  according to  the
characteristics  set forth here after the Fund has purchased it, the Fund is not
required to drop  the bond  from the  portfolio, but  will consider  appropriate
action.  A description of the rating categories  is contained in the Appendix to
the Statement of Additional Information.

PARTICIPATION INTERESTS.   The Fund  may purchase  participation interests  from
financial  institutions such as commercial banks, savings and loan associations,
and  insurance  companies.  These  participation  interests  give  the  Fund  an
undivided  interest in New York municipal securities. The financial institutions
from which  the Fund  purchases participation  interests frequently  provide  or
secure   irrevocable  letters  of  credit  or  guarantees  to  assure  that  the
participation interests are  of high  quality. The  Trustees of  the Trust  will
determine that participation interests meet the prescribed quality standards for
the Fund.

VARIABLE  RATE MUNICIPAL SECURITIES.  Some  of the New York municipal securities
which the Fund  purchases may  have variable interest  rates. Variable  interest
rates are ordinarily based on a published interest rate, interest rate index, or
a  similar standard, such as  the 91-day U.S. Treasury  bill rate. Many variable
rate municipal securities are subject to  payment of principal on demand by  the
Fund  in not more than  seven days. All variable  rate municipal securities will
meet the quality standards for the Fund. The Fund's investment adviser has  been
instructed by the Trustees to monitor the pricing,

                                       5

quality,  and  liquidity of  the variable  rate municipal  securities, including
participation interests held  by the Fund  on the basis  of published  financial
information and reports of the rating agencies and other analytical services

MUNICIPAL  LEASES.  Municipal  leases are obligations issued  by state and local
governments  or  authorities  to  finance  the  acquisition  of  equipment   and
facilities  and may be  considered to be illiquid.  They may take  the form of a
lease, an  installment purchase  contract,  a conditional  sales contract  or  a
participation  certificate on any of the above. Lease obligations may be subject
to periodic appropriation. If the entity  does not appropriate funds for  future
lease  payments, the entity  cannot be compelled  to make such  payments. In the
event of 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.

RESTRICTED  SECURITIES.  The  Fund may invest up  to 10% of  its total assets in
restricted securities. Restricted  securities are  any securities  in which  the
Fund  may otherwise invest pursuant to its investment objective and policies but
which are subject to restriction upon  resale under federal securities laws.  To
the  extent these securities are deemed to  be illiquid, the Fund will limit its
purchases, together with other securities considered  to be illiquid, to 15%  of
its net assets.

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/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.

TEMPORARY INVESTMENTS.  Under normal circumstances, the Fund invests its  assets
so  that  at least  80% of  its annual  interest income  is exempt  from federal
regular income tax and  the personal income  taxes imposed by  the state of  New
York  and New York municipalities. This policy cannot change without shareholder
approval. However, from  time to  time, when the  investment adviser  determines
that  market conditions  call for  a temporary  defensive posture,  the Fund may
invest in short-term  non-New York municipal  tax-exempt obligations or  taxable
temporary  investments. These temporary investments  include: notes issued by or
on behalf of municipal or corporate issuers; obligations issued or guaranteed by
the U.S. government, its agencies, or instrumentalities; other debt  securities;
commercial  paper; certificates of  deposit of banks;  and repurchase agreements
(arrangements in which  the organization selling  the Fund a  bond or  temporary
investment agrees at the time of sale to repurchase it at a mutually agreed upon
time and price).

There  are no rating requirements  applicable to temporary investments. However,
the investment adviser will  limit temporary investments  to those rated  within
the investment grade categories

                                       6

described  under  "Acceptable  Investments--Characteristics" (if  rated)  or (if
unrated)  those  which  the   investment  adviser  judges   to  have  the   same
characteristics as such investment grade securities.

Although  the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income  tax
or  personal  income  taxes  imposed  by  the state  of  New  York  or  New York
municipalities.

NEW YORK MUNICIPAL SECURITIES

New York 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.

New  York municipal securities include industrial development bonds issued by or
on behalf of  public authorities to  provide financing aid  to acquire sites  or
construct and equip facilities for privately or publicly owned corporations. The
availability  of this financing  encourages these corporations  to locate within
the sponsoring communities and thereby increases local employment.

The  two  principal  classifications   of  municipal  securities  are   "general
obligation"  and "revenue"  bonds. General obligation  bonds are  secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond  or
other  specified sources of revenue. Revenue bonds  do not represent a pledge of
credit or  create any  debt  of or  charge against  the  general revenues  of  a
municipality  or public  authority. Industrial  development bonds  are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on  New  York  municipal  securities depend  on  a  variety  of  factors,
including,  but  not  limited  to:  the  general  conditions  of  the short-term
municipal note market and the municipal bond market; the size of the  particular
offering; the maturity of the obligations; and the rating of the issue. Further,
any  adverse economic conditions or developments  affecting the state or city of
New York could impact the Fund's portfolio.  The ability of the Fund to  achieve
its  investment objective also depends on  the continuing ability of the issuers
of New York municipal securities and participation interests, or the  guarantors
of  either, to meet their obligations for  the payment of interest and principal
when due.  Investing in  New York  municipal securities  which meet  the  Fund's
quality  standards may not be possible if the  state and city of New York do not
maintain their current credit ratings.

A further discussion of the  risks of a portfolio  which invests largely in  New
York   municipal  securities  is  contained   in  the  Statement  of  Additional
Information.

NON-DIVERSIFICATION

The Fund is a non-diversified investment  portfolio. As such, there is no  limit
on  the percentage  of assets  which can  be invested  in any  single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist  in
a   diversified  portfolio  of  securities  because  the  higher  percentage  of
investments among fewer issuers may result  in greater fluctuation in the  total
market value of the

                                       7

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.

The  Fund intends to  comply with Subchapter  M of the  Internal Revenue Code of
1986, as amended (the "Code"). This undertaking requires that at the end of each
quarter of the taxable year: (a) 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 (b) 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 directly  through reverse repurchase  agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its  cash  value with  an agreement  to buy  it back  on a  set date)  or pledge
securities except,  under  certain circumstances,  the  Fund may  borrow  up  to
one-third  of the value of its total assets and pledge up to 10% of the value of
those assets to secure such borrowings.

The above investment limitation cannot be changed without shareholder  approval.
The  following  limitation,  however, can  be  changed by  the  Trustees without
shareholder approval. Shareholders will be  notified before any material  change
in this limitation becomes effective.

The  Fund  will  not invest  more  than 5%  of  its total  assets  in industrial
development  bonds  when  the   payment  of  principal   and  interest  is   the
responsibility  of companies  (or guarantors,  where applicable)  with less than
three  years  of   continuous  operations,  including   the  operation  of   any
predecessor.

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

The  Fund's net asset value  per Share fluctuates. It  is determined by dividing
the sum  of the  market  value of  all securities  and  all other  assets,  less
liabilities, by the number of Shares outstanding.

INVESTING IN FORTRESS SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be  purchased through an  investment dealer who  has a sales  agreement with the
distributor, Federated  Securities  Corp.  or  directly  from  the  distributor,
Federated  Securities Corp., either by mail or by wire, once an account has been
established. The Fund reserves the right to reject any purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or an investment  dealer) to place an order to purchase  Shares.
Orders  through a financial institution are considered received when the Fund is
notified  of  the   purchase  order.  Purchase   orders  through  a   registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order  for Shares to be  purchased at that day's  price. Purchase orders through
other financial institutions must be received

                                       8

by the  financial institution  and  transmitted to  the  Fund before  4:00  P.M.
(Eastern  time) in order for  Shares to be purchased at  that day's price. It is
the financial institution's responsibility to transmit orders promptly.

The financial institution which maintains  investor accounts with the Fund  must
do  so on a fully disclosed basis unless it accounts for share ownership periods
used in  calculating  the CDSC  (see  "Contingent Deferred  Sales  Charge").  In
addition,  advance payments  made to  financial institutions  may be  subject to
reclaim by the  distributor for accounts  transferred to financial  institutions
which  do not maintain investor  accounts on a fully  disclosed basis and do not
account  for  share  ownership  periods   (see  "Other  Payments  to   Financial
Institutions").

DIRECTLY BY MAIL.  To purchase Shares by mail directly from Federated Securities
Corp. once an account has been established:

       - complete and sign the new account form available from the Fund;

       - enclose   a   check  made   payable  to   New  York   Municipal  Income
         Fund--Fortress Shares; and

       - send both to the Fund's transfer agent, Federated Services Company, c/o
         State Street Bank  and Trust  Company ("State Street  Bank"), P.O.  Box
         8604, Boston, MA 02266-8604.

Purchases by mail are considered received after payment by check is converted by
the  transfer  agent's  bank, State  Street  Bank  into federal  funds.  This is
generally the next business day after State Street Bank receives the check.

DIRECTLY BY WIRE.  To purchase  Shares directly from Federated Securities  Corp.
by  Federal Reserve Wire,  call the Fund.  All information needed  will be taken
over the telephone, and the order is considered received when State Street  Bank
receives payment by wire.

MINIMUM INVESTMENT REQUIRED

The  minimum initial investment in Shares is $1,500. Subsequent investments must
be in amounts of at least $100.

WHAT SHARES COST

Shares are sold  at their  net asset  value next  determined after  an order  is
received,  plus a sales load of 1% of  the offering price (which is 1.01% of the
net amount  invested). Further,  there is  no  sales load  for purchases  of  $1
million  or more.  In addition,  no sales load  is imposed  for Shares purchased
through bank  trust  departments or  investment  advisers registered  under  the
Investment  Advisers Act of  1940 purchasing on  behalf of their  clients, or by
sales representatives, Trustees, and employees of the Fund, Federated  Advisers,
and  Federated Securities Corp.,  or their affiliates,  or any investment dealer
who has a  sales agreement with  Federated Securities Corp.,  their spouses  and
children  under age  21, or  any trusts or  pension or  profit-sharing plans for
these persons. Unaffiliated institutions through  whom Shares are purchased  may
charge  fees for services provided which may be related to the ownership of Fund
Shares. This prospectus should, therefore,  be read together with any  agreement
between  customer and  institution with  regard to  services provided,  the fees
charged for these services, and any restrictions and limitations imposed.

                                       9

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

Under  certain  circumstances,  described  under  "Redeeming  Fortress  Shares,"
shareholders  may be charged  a CDSC by  the distributor at  the time Shares are
redeemed.

DEALER CONCESSION.  For sales of Shares, the distributor will normally offer  to
pay  dealers up to  100% of the  sales load retained  by it. Any  portion of the
sales load  which  is not  paid  to a  broker/dealer  will be  retained  by  the
distributor.  However, from  time to  time, and  at the  sole discretion  of the
distributor, all or part of that portion may be paid to a dealer.

The sales load for Shares sold other than through registered broker/dealers will
be retained by  Federated Securities  Corp. Federated Securities  Corp. may  pay
fees  to banks out of the sales load in exchange for sales and/or administrative
services performed on  behalf of  the bank's  customers in  connection with  the
initiation of customer accounts and purchases of Shares.

ELIMINATING THE SALES LOAD

The sales load can be eliminated on the purchase of Shares through:

       - quantity discounts and accumulated purchases;

       - signing a 13-month letter of intent;

       - using the reinvestment privilege; or

       - concurrent purchases.

QUANTITY  DISCOUNTS  AND ACCUMULATED  PURCHASES.   There  is  no sales  load for
purchases of $1 million  or more. The  Fund will combine  purchases made on  the
same  day by  the investor, his  spouse, and his  children under age  21 when it
calculates the sales load.

If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value  at the public offering  price of $900,000 and  he
purchases  $100,000 more at the current public  offering price, there will be no
sales load on the additional purchase. The Fund will also combine purchases  for
the purpose of reducing the CDSC imposed on some Share redemptions. For example,
if  a shareholder already owns Shares having  a current value at public offering
price of $1 million and purchases an additional $1 million at the current public
offering price, the applicable CDSC would be reduced to .50% of those additional
Shares. For more information on the levels of CDSCs and holding periods, see the
section entitled "Contingent Deferred Sales Charge."

To receive  the sales  load  elimination and/or  the CDSC  reduction,  Federated
Securities  Corp. must  be notified  by the shareholder  in writing  or by their
financial institution at the time the  purchase is made that Shares are  already
owned  or that purchases are  being combined. The Fund  will eliminate the sales
load and/or reduce the CDSC after it confirms the purchases.

                                       10

LETTER OF INTENT.  If a shareholder  intends to purchase at least $1 million  of
Shares  over the next 13  months, the sales load may  be eliminated by signing a
letter of intent to that effect. This letter of intent includes a provision  for
a  sales load elimination depending on  the amount actually purchased within the
13-month period and a provision  for the Fund's custodian  to hold 1.00% of  the
total  amount intended to be purchased in escrow (in Shares) until such purchase
is completed.

The 1.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month  period unless  the amount specified  in the  letter of  intent,
which  must be $1 million or more of Shares, is not purchased. In this event, an
appropriate number of escrowed  Shares may be redeemed  in order to realize  the
1.00% sales load.

This  letter of intent also includes a  provision for reductions in the CDSC and
holding period depending on  the amount actually purchased  within the 13  month
period. For more information on the various levels of CDSCs and holding periods,
see the section entitled "Contingent Deferred Sales Charge."

This letter of intent will not obligate the shareholder to purchase Shares. This
letter  may be dated as of a prior date to include any purchases made within the
past 90 days  purchases within  the prior  90 days may  be used  to fulfill  the
requirements of the letter of intent; however, the sales load on prior purchases
will not be adjusted to reflect a lower sales load.

REINVESTMENT  PRIVILEGE.   If Shares have  been redeemed, the  shareholder has a
one-time right, within  120 days,  to reinvest  the redemption  proceeds at  the
next-determined  net asset  value without  any sales  load. Federated Securities
Corp. must  be  notified by  the  shareholder in  writing  or by  his  financial
institution  of the  reinvestment in  order to  receive this  elimination of the
sales  load.  If  the  shareholder  redeems   his  Shares,  there  may  be   tax
consequences.

CONCURRENT  PURCHASES.  For purposes of qualifying for a sales load elimination,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Fortress Investment Program, the purchase prices of which include a
sales load. For example, if a shareholder concurrently invested $400,000 in  one
of  the other  Fortress Funds and  $600,000 in  Shares, the sales  load would be
eliminated. To receive this sales  load elimination, Federated Securities  Corp.
must  be notified by the shareholder in  writing or by his financial institution
at the time the concurrent purchases are made. The Fund will eliminate the sales
load after it confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular  basis.  Under this  program,  funds may  be  automatically  withdrawn
periodically  from the shareholder's checking account  and invested in Shares at
the net asset  value next  determined after an  order is  received by  Federated
Services  Company, plus  the 1%  sales load  for purchases  under $1  million. A
shareholder may  apply  for  participation in  this  program  through  Federated
Securities Corp. or his financial institution.

EXCHANGE PRIVILEGE

Shares  in  New York  Municipal Cash  Trust or  in other  Fortress Funds  may be
exchanged for Shares  at net  asset value without  a sales  load (if  previously
paid) or a CDSC. The exchange privilege is available to shareholders residing in
any state in which the shares being acquired may be legally sold.

                                       11

Shares  in  certain  Federated  Funds  which  are  advised  by  subsidiaries  or
affiliates of Federated Investors may also be exchanged for Shares at net  asset
value.  With the exception of  exchanges into New York  Municipal Cash Trust and
other Fortress Funds, such exchanges  will be subject to  a CDSC and possibly  a
sales load.

Shareholders  using this privilege must exchange shares having a net asset value
which at least meets the minimum investment required for the fund into which the
exchange is being made. Shareholders who desire to automatically exchange Shares
of a predetermined  amount on  a monthly, quarterly,  or annual  basis may  take
advantage  of  a systematic  exchange  privilege. Further  information  on these
exchange privileges is available  by calling Federated  Securities Corp. or  the
shareholder's financial institution.

Before  a financial institution may request exchange by telephone on behalf of a
shareholder, an authorization  form permitting  the Fund to  accept exchange  by
telephone  must  first  be  completed. Telephone  exchange  instructions  may be
recorded. If  reasonable procedures  are not  followed by  the Fund,  it may  be
liable for losses due to unauthorized or fraudulent telephone instructions.

Exercise  of the exchange privilege is treated  as a sale for federal income tax
purposes. Depending on the circumstances, a short-term or long-term capital gain
or loss may be realized. Before making an exchange, a shareholder must receive a
prospectus of the fund for which the exchange is being made.

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
on the application or by contacting the Fund.

Detailed  confirmations  of  each  purchase  and  redemption  are  sent  to each
shareholder. Monthly statements  are sent  to report dividends  paid during  the
month.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared daily and paid monthly. Distributions of any net realized
long-term  capital  gains  will  be  made at  least  once  every  twelve months.
Dividends and distributions  are automatically  reinvested on  payment dates  in
additional  Shares at net asset value  without a sales load, unless shareholders
request cash payments  on the application  or by writing  to Federated  Services
Company.

Shares  purchased through a financial institution,  for which payment by wire is
received by State Street Bank on the business day following the order, begin  to
earn  dividends  on the  day  the wire  payment  is received.  Otherwise, Shares
purchased by wire begin to earn dividends on the business day after wire payment
is received  by  State Street  Bank.  Shares purchased  by  mail, or  through  a
financial institution, if the financial institution's payment is by check, begin
to  earn dividends  on the second  business day  after the check  is received by
Federated Services Company.

Shares earn dividends through  the business day  that proper written  redemption
instructions are received by Federated Services Company.

                                       12

REDEEMING FORTRESS SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value, less any applicable CDSC, 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 through  a
financial institution or directly from the Fund by written request.

THROUGH A FINANCIAL INSTITUTION

A  shareholder may redeem Shares by calling his financial institution (such as a
bank or an investment dealer) to request the redemption. Shares will be redeemed
at the net asset  value next determined after  the Fund receives the  redemption
request from the financial institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order  for  Shares to  be redeemed  at  that day's  net asset  value. Redemption
requests through other financial institutions must be received by the  financial
institution and transmitted to the Fund before 4:00 P.M. (Eastern time) in order
for  Shares  to  be  redeemed  at that  day's  net  asset  value.  The financial
institution is  responsible  for  promptly submitting  redemption  requests  and
providing  proper  written redemption  instructions to  the Fund.  The financial
institution may charge customary fees and  commissions for this service. If,  at
any  time, the  Fund shall  determine it necessary  to terminate  or modify this
method of redemption, shareholders will be promptly notified.

Before a financial institution may request redemption by telephone on behalf  of
a  shareholder, an authorization  form permitting the  Fund to accept redemption
requests by telephone must first be completed. 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
"Directly  By Mail," should be considered. Telephone redemption instructions may
be recorded. If reasonable procedures  are not followed by  the Fund, it may  be
liable for losses due to unauthorized or fraudulent telephone instructions.

DIRECTLY BY MAIL

Shareholders  may also redeem  Shares by sending a  written request to Federated
Services Company,
c/o State  Street Bank,  P.O.  Box 8604,  Boston,  MA 02266-8604.  This  written
request  must include the shareholder's name, the Fund name and class of shares,
the account number, and the share or  dollar amount to be redeemed. Shares  will
be  redeemed at their net asset value, less any applicable CDSC, next determined
after the transfer agent receives the redemption request.

If share  certificates have  been issued,  they must  be properly  endorsed  and
should  be  sent  by registered  or  certified  mail with  the  written request.
Shareholders may call the Fund for assistance in redeeming by mail.

                                       13

SIGNATURES.   Shareholders  requesting  a  redemption  of  $50,000  or  more,  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 signatures on written redemption requests guaranteed by:

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

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

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

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

RECEIVING PAYMENT.  A check for the  proceeds is mailed within seven days  after
receipt  of proper  written redemption  instructions from  a broker  or from the
shareholder.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming  Shares  from their  Fund  accounts within  certain  time
periods  of the  purchase date  of those Shares  will be  charged a  CDSC by the
Fund's distributor of the lesser of the original price or the net asset value of
the Shares redeemed as follows:

<TABLE>
<CAPTION>
                                                             CONTINGENT DEFERRED
             AMOUNT OF PURCHASE              SHARES HELD        SALES CHARGE
    ------------------------------------  -----------------  -------------------
    <S>                                   <C>                <C>
              Up to $1,999,999            less than 4 years          1%
          $2,000,000 to $4,999,999        less than 2 years         .50%
             $5,000,000 or more           less than 1 year          .25%
</TABLE>

In instances in which Shares have been acquired in exchange for shares in  other
Fortress  Funds,  (i)  the  purchase  price is  the  price  of  the  shares when
originally purchased and (ii) the time  period during which the shares are  held
will run from the date of the original purchase. The CDSC will not be imposed on
Shares  acquired  through  the  reinvestment of  dividends  or  distributions of
long-term capital  gains. In  computing the  amount of  CDSC for  accounts  with
shares  subject to a  single holding period,  if any, redemptions  are deemed to
have  occurred  in  the  following  order:  (1)  Shares  acquired  through   the
reinvestment  of dividends and long-term capital  gains, (2) purchases of Shares
occurring

                                       14

prior to the number of years necessary to satisfy the applicable holding period,
and (3) purchases  of Shares occurring  within the current  holding period.  For
accounts  with Shares subject to multiple  Share holding periods, the redemption
sequence will  be  determined first,  with  reinvested dividends  and  long-term
capital gains, and second, on a first-in, first-out basis.

The  CDSC will not be  imposed when a redemption results  from a return from the
death or disability of the beneficial owner. CDSCs are not charged in connection
with exchanges of Shares for shares in  New York Municipal Cash Trust or  shares
in  other  Fortress Funds,  or in  connection  with redemptions  by the  Fund of
accounts with low balances.  Shares of the Fund  originally purchased through  a
bank  trust  department or  investment adviser  registered under  the Investment
Advisers Act of 1940, as amended, are not subject to the CDSC.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders  who  desire  to  receive  monthly  or  quarterly  payments  of   a
predetermined  amount may take  advantage of the  Systematic Withdrawal Program.
Under this  program, Shares  are  redeemed to  provide for  periodic  withdrawal
payments in an amount directed by the shareholder; the minimum withdrawal amount
is  $100. Depending upon  the amount of  the withdrawal payments,  the amount of
dividends paid and capital gains distributions  with respect to Shares, and  the
fluctuation  of  the net  asset  value of  Shares  redeemed under  this program,
redemptions may reduce, and eventually deplete, the shareholder's investment  in
the  Fund. For this reason, payments under this program should not be considered
as yield or income on the shareholder's  investment in the Fund. To be  eligible
to  participate  in this  program,  a shareholder  must  have invested  at least
$10,000 in the Fund (at current offering price).

A shareholder  may apply  for participation  in this  program through  Federated
Securities  Corp. Due to the fact that Shares  are sold with a sales load, it is
not advisable for shareholders  to be purchasing  Shares while participating  in
this program.

CDSCs  are charged for Shares redeemed through this program within four years of
their purchase dates.

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  Shares in  any account and  pay the  proceeds to the  shareholder if the
account  balance  falls  below  the  required  minimum  value  of  $1,500.  This
requirement  does not apply, however, if  the balance falls below $1,500 because
of changes in the Fund's net asset value. 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.

                                       15

MUNICIPAL SECURITIES INCOME TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF MUNICIPAL SECURITIES INCOME TRUST

BOARD  OF TRUSTEES.  Municipal Securities Income  Trust is managed by a Board of
Trustees. The  Board  of Trustees  are  responsible for  managing  the  business
affairs  of  Municipal Securities  Income Trust  and for  exercising all  of the
powers of  Municipal  Securities Income  Trust  except those  reserved  for  the
shareholders.  The  Executive Committee  of the  Board  of Trustees  handles the
Trustees' responsibilities between meetings of the Board.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with  Municipal
Securities  Income Trust (the "Adviser"), investment  decisions for the Fund are
made by Federated Advisers, 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, for which it receives an annual fee from the Fund.

    ADVISORY  FEES.  The  Fund's Adviser receives  an annual investment advisory
    fee equal to .40 of 1% of  the Fund's average daily net assets. The  Adviser
    may  voluntarily choose to waive a portion  of its fee or reimburse the Fund
    for certain operating  expenses. The  Adviser can modify  or terminate  this
    voluntary waiver of expenses at any time at its sole discretion. The Adviser
    can terminate this voluntary waiver or reimbursement of expenses at any time
    at  its sole  discretion. The Adviser  has also undertaken  to reimburse the
    Fund for operating expenses in excess of limitations established by  certain
    states.

    ADVISER'S  BACKGROUND.    Federated  Advisers,  a  Delaware  business  trust
    organized on April 11,  1989, is a registered  investment adviser under  the
    Investment  Advisers Act of 1940. It is a subsidiary of Federated Investors.
    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  Advisers 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,   including  over  $8   billion  in  municipal
    investments. 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.

    James Roberge has been  the Fund's portfolio  manager since November,  1992.
    Mr.  Roberge joined  Federated Investors in  1990 and has  been an Assistant
    Vice President of the Fund's Adviser since

                                       16

    1992. From 1990 until 1992, Mr. Roberge acted as an investment analyst.  Mr.
    Roberge received his M.B.A. in Finance from Wharton Business School in 1990.

DISTRIBUTION OF FORTRESS SHARES

Federated  Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower,  Pittsburgh,
Pennsylvania  15222-3779. 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.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan  adopted
in  accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay  to the distributor  an amount, computed at  an annual rate  of
0.50  of  1% of  the average  daily net  asset  value of  Shares to  finance any
activity which is principally intended to  result in the sale of Shares  subject
to the Distribution Plan. The distributor may select financial institutions such
as  banks, fiduciaries,  custodians for  public funds,  investment advisers, and
broker/dealers to provide sales support services as agents for their clients  or
customers.

The  Distribution Plan is a  compensation-type plan. As such,  the Fund makes no
payments to the distributor except as described above. Therefore, the Fund  does
not pay for unreimbursed expenses of the distributor, including amounts expended
by  the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts  expended,
or  the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a  profit from future payments made by the  Fund
under the Distribution Plan.

In  addition, the Trust  has adopted a Shareholder  Services Plan (the "Services
Plan") under which it may  make payments up to 0.25  of 1% of the average  daily
net  asset value of Shares to  obtain certain personal services for shareholders
and the maintenance of shareholder accounts ("shareholder services"). The  Trust
has  entered into  a Shareholder  Services Agreement  with Federated Shareholder
Services, a subsidiary of Federated Investors, under which Federated Shareholder
Services will  either  perform  shareholder services  directly  or  will  select
financial  institutions to perform  shareholder services. Financial institutions
will receive fees  based upon Shares  owned by their  clients or customers.  The
schedules  of such fees and the basis upon  which such fees will be paid will be
determined from time to time by the Trust and Federated Shareholder Services.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition, the distributor will pay
financial institutions,  for  distribution and/or  administrative  services,  an
amount  equal to  1.00% of the  offering price  of the Shares  acquired by their
clients or customers on purchases up  to $1,999,999, .50% of the offering  price
on  purchases of  $2,000,000 to  $4,999,999, and .25%  of the  offering price on
purchases of $5,000,000 or  more. (This fee  is in addition  to the 1.00%  sales
charge on purchases of less than $1 million.)

Furthermore,  the distributor  may offer  to pay  a fee  from its  own assets to
financial  institutions  as  financial  assistance  for  providing   substantial
marketing  and sales  support. The support  may include  participating in sales,
educational and  training seminars  at recreational-type  facilities,  providing
sales  literature, and engineering computer software programs that emphasize the
attributes of the Fund.

                                       17

Such assistance  will be  predicated upon  the amount  of Shares  the  financial
institution  sells  or may  sell and/or  upon the  type and  nature of  sales or
marketing support furnished by the  financial institution. Any payments made  by
the distributor may be reimbursed by the Adviser or its affiliates.

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 Board of Trustees will consider appropriate changes in the 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 which relates
to  the average aggregate daily net assets  of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:

<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
            0.150 of 1%             on the first $250 million
            0.125 of 1%             on the next $250 million
            0.100 of 1%             on the next $250 million
            0.075 of 1%             on assets in excess of $750 million
</TABLE>

The administrative  fee  received during  any  fiscal  year shall  be  at  least
$125,000  per  portfolio  and  $30,000  per  each  additional  class  of shares.
Federated Administrative Services may choose  voluntarily to waive a portion  of
its fee.

CUSTODIAN.    State  Street  Bank  and Trust  Company,  P.O.  Box  8604, Boston,
Massachusetts 02266-8604, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,  P.O.
Box  8604, Boston, Massachusetts 02266-8604, is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.

LEGAL COUNSEL.  Legal counsel is  provided by Houston, Houston & Donnelly,  2510
Centre  City  Tower, Pittsburgh,  Pennsylvania, and  Dickstein, Shapiro  & Morin
L.L.P., 2101 L Street, N.W., Washington, D.C.

INDEPENDENT AUDITORS.   The independent  auditors for  the Fund  are Deloitte  &
Touche LLP, Boston, Massachusetts.

                                       18

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 each  portfolio
in  the Trust have equal  voting rights except that  in matters affecting only a
particular fund, only shares of that fund are entitled to vote. As of  September
28, 1994, Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL, owned 45.62% of
the voting securities of the Fund, and, therefore, may, for certain purposes, be
deemed  to control the Fund and be able to affect the outcome of certain matters
presented for a vote of shareholders.

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 all series of  the
Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

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

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

FEDERAL INCOME TAX

The  Fund will pay no federal income tax because it expects to meet requirements
of the 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.

                                       19

In general, shareholders are not required  to pay federal regular income tax  on
any  dividends received from the Fund  that represent net interest on tax-exempt
municipal bonds, although tax-exempt interest  will increase the taxable  income
of certain recipients of social security benefits. However, under the Tax Reform
Act of 1986, dividends representing net interest income earned on some municipal
bonds  may be included in calculating the federal individual alternative minimum
tax or the federal alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for  corporations, 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.

The  Tax Reform Act of 1986 treats  interest on certain "private activity" bonds
issued after August 7, 1986, as a  tax preference item for both individuals  and
corporations.  Unlike  traditional governmental  purpose municipal  bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits  to private parties. The  Fund may purchase  all
types  of municipal  bonds, including  private activity  bonds. Thus,  should it
purchase any such bonds, a portion of  the Fund's dividends may be treated as  a
tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent  interest on municipal bonds will  become subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted  current  earnings"  is  based upon  the  concept  of  a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any  Fund dividend, and  alternative minimum taxable  income does  not
include the portion of the Fund's dividend attributable to municipal bonds which
are  not  private  activity  bonds,  the  difference  will  be  included  in the
calculation of the corporation's alternative minimum 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. Information on the tax status of dividends and  distributions
is provided annually.

NEW YORK TAXES

Under existing New York laws, distributions made by the Fund will not be subject
to New York State or New York City personal income taxes to the extent that such
distributions  qualify  as  "exempt-interest  dividends"  under  the  Code,  and
represent interest income attributable to obligations  of the State of New  York
and  its  political  subdivisions, as  well  as certain  other  obligations, the
interest on which  is exempt  from New  York State  and New  York City  personal
income  taxes, such as, for example,  certain obligations of the Commonwealth of
Puerto Rico. Conversely, to the extent  that distributions made by the Fund  are
derived  from other types of obligations,  such distributions will be subject to
New York State and New York City personal income taxes.

                                       20

The Fund cannot predict in advance the exact portion of its dividends that  will
be  exempt from New York State and New York City personal income taxes. However,
the Fund will report  to shareholders at least  annually what percentage of  the
dividends it actually paid is exempt from such taxes.

Dividends  paid by  the Fund  are exempt from  the New  York City unincorporated
business tax to the extent that they are exempt from the New York City  personal
income tax.

Dividends  paid by the Fund are not  excluded from net income in determining New
York State  or  New York  City  franchise  taxes on  corporations  or  financial
institutions.

OTHER STATE AND LOCAL TAXES

Income  from the Fund is not necessarily free from regular state income taxes in
states other than New York or from personal property taxes. State laws differ on
this issue,  and  shareholders are  urged  to  consult their  own  tax  advisers
regarding the status of their accounts under state and local tax laws.

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

From   time  to  time,  the  Fund   advertises  the  total  return,  yield,  and
tax-equivalent yield for Shares.

Total return represents the change, over a specific period of time, in the value
of an  investment in  Shares  after reinvesting  all  income and  capital  gains
distributions.  It  is  calculated  by  dividing  that  change  by  the  initial
investment and is expressed as a percentage.

The yield of  Shares is  calculated by dividing  the net  investment income  per
share  (as defined by  the Securities and Exchange  Commission) earned by Shares
over a thirty-day period by  the maximum offering price  per share of Shares  on
the  last day of  the period. This  number is then  annualized using semi-annual
compounding. The tax-equivalent yield of  Shares is calculated similarly to  the
yield,  but is adjusted to reflect the  taxable yield that Shares would have had
to earn to equal its actual yield,  assuming a specific tax rate. The yield  and
the  tax-equivalent yield do  not necessarily reflect  income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

The performance information reflects  the effect of the  maximum sales load  and
other similar non-recurring changes, such as the CDSC, which, if excluded, would
increase the total return, yield, and tax-equivalent yield.

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

                                       21

NEW YORK MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          CREDIT
                                                                          RATING:
PRINCIPAL                                                                 MOODY'S
  AMOUNT                                                                  OR S&P*     VALUE
- ----------  ------------------------------------------------------------  -------  -----------
<C>         <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--97.4%
- ------------------------------------------------------------------------
            NEW YORK--92.9%
            ------------------------------------------------------------
$  250,000  Albany, NY, Municipal Water Finance Authority, 5.50% Water
            and Sewer Refunding Revenue Bonds (Series 1993A)/(FGIC
            Insured)/(Original Issue Yield: 5.95%), 12/1/2022               Aaa    $   228,323
            ------------------------------------------------------------
   500,000  New York City, NY, 5.625% UT GO Bonds (Fiscal 1994)/
            (Original Issue Yield: 5.90%), 8/1/2011                         A-         466,905
            ------------------------------------------------------------
 1,000,000  New York City, NY, 5.75% UT GO Bonds (Fiscal 1994 Series
            D)/(Original Issue Yield: 6.03%), 8/15/2013                     A-         928,530
            ------------------------------------------------------------
 1,985,000  New York City, NY, 6.00% UT GO Bonds (Original Issue Yield:
            6.25%), 5/15/2021                                               A-       1,873,840
            ------------------------------------------------------------
   500,000  New York City, NY, 6.00% UT GO Bonds (Series E)/(Original
            Issue Yield: 6.25%), 5/15/2020                                  A-         473,630
            ------------------------------------------------------------
   500,000  New York City, NY, 6.125% GO Bonds (Series H)/(Original
            Issue Yield: 6.30%), 8/1/2011                                   A-         491,665
            ------------------------------------------------------------
   500,000  New York City, NY, 6.75% UT GO Bonds (Fiscal 1993 Series
            B)/(Original Issue Yield: 7.15%), 10/1/2015                    Baa1        513,445
            ------------------------------------------------------------
   750,000  New York City, NY, IDA, 6.90% Special Facility Revenue Bonds
            (Series 1994)/(American Airlines, Inc.)/(Subject to AMT),
            8/1/2024                                                       Baa2        752,550
            ------------------------------------------------------------
   500,000  New York City, NY, IDA, 7.00% Civil Facility Revenue Bonds
            (College of Mt. Saint Vincent)/(Series 1993), 5/1/2008          NR         517,605
            ------------------------------------------------------------
   500,000  New York City, NY, Municipal Water Finance Authority, 6.00%
            Water and Sewer System Revenue Bonds (Original Issue Yield:
            7.40%), 6/15/2019                                                A         483,070
            ------------------------------------------------------------
   350,000  New York City, NY, Municipal Water Finance Authority, 6.375%
            Revenue Bonds (Series B), 6/15/2022                             A-         352,107
            ------------------------------------------------------------
   400,000  New York State, 5.30% GO Refunding Bonds (Series 1993A)/
            (Original Issue Yield: 5.50%), 3/15/2018                         A         355,264
            ------------------------------------------------------------
</TABLE>

                                       22

NEW YORK MUNICIPAL INCOME FUND
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CREDIT
                                                                          RATING:
PRINCIPAL                                                                 MOODY'S
  AMOUNT                                                                  OR S&P*     VALUE
- ----------  ------------------------------------------------------------  -------  -----------
<C>         <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
            NEW YORK--CONTINUED
            ------------------------------------------------------------
$1,000,000  New York State, 5.50% Mortgage Agency Revenue Bonds (Series
            32A)/(Subject to AMT), 10/1/2025                                Aa     $   864,780
            ------------------------------------------------------------
 3,975,000  New York State, 6.70% Mortgage Agency Revenue Bonds (Series
            40A)/(Subject to AMT), 4/1/2025                                 Aa       4,016,300
            ------------------------------------------------------------
   300,000  New York State, Dormitory Authority, 5.50% College and
            University Refunding Revenue Bonds (University of
            Rochester--Strong Memorial Hospital)/(Original Issue Yield:
            5.96%), 7/1/2021                                                A+         270,516
            ------------------------------------------------------------
   250,000  New York State, Dormitory Authority, 5.75% College and
            University Refunding Revenue Bonds (Series 1992)/(Columbia
            University)/(Original Issue Yield: 6.129%), 7/1/2015            Aaa        241,447
            ------------------------------------------------------------
   250,000  New York State, Dormitory Authority, 5.625% College and
            University Refunding Revenue Bonds (Series 1993)/(Colgate
            University)/(FGIC Insured)/(Original Issue Yield: 5.75%),
            7/1/2023                                                        Aaa        233,950
            ------------------------------------------------------------
   350,000  New York State, Energy Research and Development Authority,
            5.375% Facilities Revenue Refunding Bonds (Consolidated
            Edison Company of New York)/(Subject to AMT), 9/15/2022         AA-        301,896
            ------------------------------------------------------------
   500,000  New York State, Energy Research and Development Authority,
            6.375% Facilities Revenue Refunding Bonds (Series
            1992B)/(Consolidated Edison Company of New York)/ (Original
            Issue Yield: 6.521%)/(Subject to AMT), 12/1/2027                Aa2        495,500
            ------------------------------------------------------------
 1,000,000  New York State, Environmental Facilities Corp. Solid Waste,
            Disposal, 5.70% Revenue Bonds (Series 1993)/(Occidential
            Petroleum Corp.)/(Original IssueYield: 5.75%)/(Subject to
            AMT), 9/1/2028                                                  BBB        882,100
            ------------------------------------------------------------
 1,000,000  New York State, Environmental Facilities Corp. 6.30% Water
            Facilities Refunding Revenue Bonds (Series 1994A)/(Spring
            Valley Water Company)/(AMBAC Insured)/(Subject to AMT),
            8/1/2024                                                        AAA      1,005,760
            ------------------------------------------------------------
</TABLE>

                                       23

NEW YORK MUNICIPAL INCOME FUND
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CREDIT
                                                                          RATING:
PRINCIPAL                                                                 MOODY'S
  AMOUNT                                                                  OR S&P*     VALUE
- ----------  ------------------------------------------------------------  -------  -----------
<C>         <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
            NEW YORK--CONTINUED
            ------------------------------------------------------------
$  150,000  New York State, Local Government Assistance Corp. 5.50%
            (Series C)/(Original Issue Yield: 5.70%), 4/1/2018               A     $   135,864
            ------------------------------------------------------------
   400,000  New York State, Local Government Assistance Corp. 5.50%
            (Series C)/(Original Issue Yield: 6.39%), 4/1/2022               A         358,836
            ------------------------------------------------------------
   500,000  New York State, Local Government Assistance Corp. 6.25% GO
            Bonds (Series 1992B)/(Original Issue Yield: 6.30%), 4/1/2021     A         501,395
            ------------------------------------------------------------
   500,000  New York State, Mortgage Agency, 5.375% Revenue Bonds
            (Series 30A)/(Subject to AMT), 10/1/2024                        Aa         424,905
            ------------------------------------------------------------
   250,000  New York State, Power Authority, 6.00% Revenue and General
            Purposes Bonds (Series 1991Y)/(Original Issue Yield: 6.96%),
            1/1/2020                                                        Aa         246,452
            ------------------------------------------------------------
   500,000  New York State, Throughway Authority, 5.75% Highway
            Improvement Refunding Revenue Bonds (Series 1992)/ (Original
            Issue Yield: 6.08%), 1/1/2019                                   A1         469,490
            ------------------------------------------------------------
 1,000,000  New York, NY, 6.125% Revenue Bonds (Terminal One Group
            Association)/(Original Issue Yield: 6.50%)/(Subject to AMT),
            1/1/2024                                                         A         959,860
            ------------------------------------------------------------
   750,000  Niagara County, NY, Frontier Transporation Authority, 6.25%
            Revenue Bonds (Greater Buffalo International Airport)/
            (AMBAC Insured)/(Original Issue Yield: 6.536%)/(Subject to
            AMT), 4/1/2024                                                  AAA        753,015
            ------------------------------------------------------------
   250,000  Niagara County, NY, Frontier Transporation Authority, 5.75%
            GO Public Improvement Bonds (Series 1993)/(MBIA Insured)/
            (Original Issue Yield: 5.90%), 8/15/2019                        Aaa        239,465
            ------------------------------------------------------------
   500,000  Port Authority of New York and New Jersey, 6.50% Refunding
            Revenue Bonds (Series 76)/(Original Issue Yield:
            6.782%)/(Subject to AMT), 11/1/2026                             A1         507,175
            ------------------------------------------------------------
 1,000,000  UFA Development Corp., NY 5.95% FHA Insured Mortgage Revenue
            Bonds (Series 1993)/(Loretto-Utica Project), 7/1/2035           Aa         910,950
            ------------------------------------------------------------
</TABLE>

                                       24

NEW YORK MUNICIPAL INCOME FUND
- ---------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          CREDIT
                                                                          RATING:
PRINCIPAL                                                                 MOODY'S
  AMOUNT                                                                  OR S&P*     VALUE
- ----------  ------------------------------------------------------------  -------  -----------
<C>         <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------------------------
            NEW YORK--CONTINUED
            ------------------------------------------------------------
$  250,000  United Nations Development Corporation, NY, 6.00% Refunding
            Revenue Bonds (Series 1992A)/(Original Issue Yield: 6.337%),
            7/1/2012                                                         A     $   246,478
            ------------------------------------------------------------           -----------
                Total                                                               21,503,068
            ------------------------------------------------------------           -----------
            PUERTO RICO--4.5%
            ------------------------------------------------------------
   500,000  Puerto Rico Electric Power Authority, 6.25% Refunding
            Revenue Bonds (Series R), 7/1/2017                              A-         499,285
            ------------------------------------------------------------
   550,000  Puerto Rico Electric Power Authority, 6.375% Revenue Bonds
            (Series T)/(Original Issue Yield: 6.58%), 7/1/2024              A-         555,720
            ------------------------------------------------------------           -----------
                Total                                                                1,055,005
            ------------------------------------------------------------           -----------
23,460,000  TOTAL LONG-TERM MUNICIPAL SECURITIES
            (IDENTIFIED COST $23,196,825)                                          $22,558,073+
            ------------------------------------------------------------           -----------
<FN>
   *   Please refer to  the Appendix of the  Statement of Additional Information
      for an  explanation of  the  credit ratings.  Current credit  ratings  are
      unaudited.
   +   The cost of investments for  federal tax purposes amounts to $23,196,825.
      The net  unrealized  depreciation  on  a  federal  tax  basis  amounts  to
      $638,752,  which  is  comprised  of  $186,735  appreciation  and  $825,487
      depreciation at August 31, 1994.
Note:  The categories  of investments are  shown as a  percentage of net  assets
       ($23,152,218) at August 31, 1994.
</TABLE>

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:
AMBAC      --American Municipal Bond Assurance Corporation
AMT        --Alternative Minimum Tax
FGIC       --Financial Guaranty Insurance Company
FHA        --Federal Housing Administration
GO         --General Obligations
IDA        --Industrial Development Authority
MBIA       --Municipal Bond Investors Assurance
UT         --Unlimited Tax
</TABLE>

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

                                       25

NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost; $23,196,825)         $22,558,073
- --------------------------------------------------------------------------------
Cash                                                                                   319,432
- --------------------------------------------------------------------------------
Interest receivable                                                                    383,396
- --------------------------------------------------------------------------------
Receivable for Fund shares sold                                                         24,672
- --------------------------------------------------------------------------------
Deferred expenses                                                                        5,329
- --------------------------------------------------------------------------------   -----------
  Total assets                                                                      23,290,902
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                      <C>        <C>
Dividends payable                                                        $84,064
- ----------------------------------------------------------------------
Payable for Fund shares redeemed                                          27,586
- ----------------------------------------------------------------------
Accrued expenses and other liabilities                                    27,034
- ----------------------------------------------------------------------   -------
</TABLE>

<TABLE>
<S>                                                                                <C>
    Total liabilities                                                                  138,684
- --------------------------------------------------------------------------------   -----------
NET ASSETS for 2,292,521 shares of beneficial interest outstanding                 $23,152,218
- --------------------------------------------------------------------------------   -----------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid-in capital                                                                    $24,273,015
- --------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                                   (482,045)
- --------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                             (638,752)
- --------------------------------------------------------------------------------   -----------
    Total Net Assets                                                               $23,152,218
- --------------------------------------------------------------------------------   -----------
NET ASSET VALUE per Share ($23,152,218  DIVIDED BY 2,292,521 shares of
beneficial interest outstanding)                                                   $     10.10
- --------------------------------------------------------------------------------   -----------
OFFERING PRICE per Share (100/99 of $10.10)*                                       $     10.20
- --------------------------------------------------------------------------------   -----------
REDEMPTION PROCEEDS per Share (99/100 of $10.10)**                                 $     10.00
- --------------------------------------------------------------------------------   -----------
<FN>

 * See "What Shares Cost" in the prospectus.

** See "Redeeming Shares" in the prospectus.
</TABLE>

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

                                       26

NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                            <C>         <C>         <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Interest income                                                                        $ 1,238,919
- -----------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------
Investment advisory fee                                                    $ 84,319
- -----------------------------------------------------------------------
Administrative personnel and services fees                                  177,907
- -----------------------------------------------------------------------
Trustees' fees                                                                1,190
- -----------------------------------------------------------------------
Custodian and portfolio accounting fees                                      60,751
- -----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                     20,999
- -----------------------------------------------------------------------
Fund share registration costs                                                19,936
- -----------------------------------------------------------------------
Shareholder services fee                                                      9,029
- -----------------------------------------------------------------------
Distribution services fee                                                   105,399
- -----------------------------------------------------------------------
Printing and postage                                                         13,107
- -----------------------------------------------------------------------
Legal fees                                                                    4,109
- -----------------------------------------------------------------------
Auditing fees                                                                16,115
- -----------------------------------------------------------------------
Insurance premiums                                                            5,211
- -----------------------------------------------------------------------
Miscellaneous                                                                   559
- -----------------------------------------------------------------------    --------
    Total expenses                                                          518,631
- -----------------------------------------------------------------------
Deduct--
- ------------------------------------------------------------
  Waiver of investment advisory fee                            $ 84,319
- ------------------------------------------------------------
  Waiver of distribution services fee                            61,717
- ------------------------------------------------------------
  Reimbursement of other operating expenses by Adviser          290,750     436,786
- ------------------------------------------------------------   --------    --------
    Net expenses                                                                            81,845
- -----------------------------------------------------------------------------------    -----------
      Net investment income                                                              1,157,074
- -----------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                           (482,045)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments                     (1,327,995)
- -----------------------------------------------------------------------------------    -----------
  Net realized and unrealized gain (loss) on investments                                (1,810,040)
- -----------------------------------------------------------------------------------    -----------
    Change in net assets resulting from operations                                     $  (652,966)
- -----------------------------------------------------------------------------------    -----------
</TABLE>

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

                                       27

NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                YEAR ENDED AUGUST 31,
                                                                              --------------------------
                                                                                 1994           1993*
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                         $ 1,157,074    $   349,935
- ---------------------------------------------------------------------------
Net realized gain (loss) on investments ($0 and $0, respectively, as
computed for federal income tax purposes)                                        (482,045)       --
- ---------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) on investments                (1,327,995)       689,243
- ---------------------------------------------------------------------------   -----------    -----------
  Change in net assets resulting from operations                                 (652,966)     1,039,178
- ---------------------------------------------------------------------------   -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------
Dividends to shareholders from net investment income                           (1,157,074)      (349,935)
- ---------------------------------------------------------------------------   -----------    -----------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ---------------------------------------------------------------------------
Net proceeds from sale of shares                                               12,080,816     19,352,830
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends
declared                                                                          266,053         73,239
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                        (1,879,694)    (5,620,229)
- ---------------------------------------------------------------------------   -----------    -----------
  Change in net assets from Fund share transactions                            10,467,175     13,805,840
- ---------------------------------------------------------------------------   -----------    -----------
    Change in net assets                                                        8,657,135     14,495,083
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                            14,495,083        --
- ---------------------------------------------------------------------------   -----------    -----------
End of period                                                                 $23,152,218    $14,495,083
- ---------------------------------------------------------------------------   -----------    -----------
<FN>

*For the period from December 2, 1992 (date of initial public investment) to
August 31, 1993.
</TABLE>

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

                                       28

NEW YORK MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Municipal  Securities  Income  Trust  (the  "Trust")  is  registered  under  the
Investment Company  Act  of 1940,  as  amended  (the "Act"),  as  an  open-ended
management  investment  company.  The  Trust  consists  of  ten, non-diversified
portfolios. The financial statements included  herein present only those of  New
York  Municipal Income Fund (the "Fund").  The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's  interest is limited  to the portfolio  in which shares  are
held.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

A.  INVESTMENT  VALUATIONS--Municipal bonds are valued by an independent pricing
    service taking into consideration  yield, liquidity, risk, credit,  quality,
    coupon,  maturity, type of  issue, and any  other factors or  market data it
    deems relevant  in  determining  valuations for  normal  institutional  size
    trading  units of debt securities. The  independent pricing service does not
    rely exclusively  on quoted  prices.  Short-term securities  with  remaining
    maturities  of sixty  days or  less may be  stated at  amortized cost, which
    approximates value.

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

C.  FEDERAL  TAXES--It is the Fund's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders   each  year  substantially  all   of  its  tax-exempt  income.
    Accordingly, no provisions for federal tax are necessary. Additionally,  net
    capital  losses of  $482,045 attributable to  security transactions incurred
    after October 31,  1993, are treated  as arising on  September 1, 1994,  the
    first day of the Funds next taxable year.

D.  WHEN-ISSUED  AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage in
    when-issued or delayed delivery  transactions. The Fund records  when-issued
    securities  on the  trade date  and maintains  security positions  such that
    sufficient  liquid  assets  will  be  available  to  make  payment  for  the
    securities  purchased.  Securities  purchased on  a  when-issued  or delayed
    delivery basis are marked to market daily and begin earning interest on  the
    settlement date.

E.  CONCENTRATION  OF RISK--Since the Fund invests  a substantial portion of its
    assets in  issuers located  in one  state, it  will be  more susceptible  to
    factors adversely affecting issuers of that state than would be a comparable
    general  tax-exempt  mutual  fund.  In  order  to  reduce  the  credit  risk

                                       29

NEW YORK MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
    associated with such factors, at August 31, 1994, 15.0% of the securities in
    the portfolio  of  investments are  backed  by  letters of  credit  or  bond
    insurance of various financial institutions and financial guaranty assurance
    agencies.  The value  of investments insured  by or supported  (backed) by a
    letter of credit for any  one institution or agency  did not exceed 7.8%  of
    total investments.

F.  DEFERRED   EXPENSES--The  costs  incurred  by   the  Fund  with  respect  to
    registration of its shares in its  first fiscal year, excluding the  initial
    expense  of  registering  its  shares,  have  been  deferred  and  are being
    amortized using the  straight-line method  not to  exceed a  period of  five
    years from the Fund's commencement date.

G.  OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The  Declaration of Trust permits  the Trustees to issue  an unlimited number of
full  and  fractional  shares  of  beneficial  interest  (without  par   value).
Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED AUGUST 31,
                                                                -------------------------
                                                                   1994          1993*
- ------------------------------------------------------------    ----------     ----------
<S>                                                             <C>            <C>
Shares sold                                                      1,122,810      1,866,527
- ------------------------------------------------------------
Shares issued to shareholders in payment of dividends
 declared                                                           25,601          6,903
- ------------------------------------------------------------
Shares redeemed                                                   (183,192)      (546,128)
- ------------------------------------------------------------    ----------     ----------
  Net change resulting from Fund share transactions                965,219      1,327,302
- ------------------------------------------------------------    ----------     ----------
<FN>

*  For the period from  December 2, 1992 (date  of initial public investment) to
  August 31, 1993.
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Advisers, the Fund's investment adviser (the "Adviser"),
receives for its services an annual investment  advisory fee equal to .40 of  1%
of  the Fund's average daily  net assets. The Adviser  may voluntarily choose to
waive a portion of its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate  this voluntary waiver and reimbursement  at
any time at its sole discretion.

ADMINISTRATIVE  FEE--Federated Administrative Services ("FAS") provides the Fund
with administrative  personnel  and services.  Prior  to March  1,  1994,  these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by  subsidiaries of Federated  Investors for the  period. The administrative fee
received during the period of the Administrative Services Agreement shall be  at
least $125,000 per portfolio and $30,000 per each additional class of shares.

DISTRIBUTION  AND SHAREHOLDER SERVICES FEE--The  Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1  under the Act. Under the terms of  the
Plan, the Fund will reimburse Federated

                                       30

NEW YORK MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
Securities  Corp. ("FSC"), the principal distributor, from the net assets of the
Fund to finance activities intended to result in the sale of the Fund's Fortress
Shares. The Plan provides  that the Fund may  incur distribution expenses up  to
.50  of 1% of the average daily net  assets of the Fortress Shares, annually, to
compensate FSC. The distributor may voluntarily choose to waive a portion of its
fee. The distributor can modify or  terminate this voluntary waiver at any  time
at its sole discretion.

Under  the terms of a Shareholder  Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will  pay FSS up to .25  of 1% of average net  assets
for  the Fund for the period. The fee is to obtain certain personal services for
shareholders and to maintain the shareholder accounts.

TRANSFER  AND  DIVIDEND  DISBURSING   AGENT  FEES--Federated  Services   Company
("FServ")  serves as transfer agent and  dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.

ORGANIZATIONAL  EXPENSES--Organizational  expenses   of  $24,367  and   start-up
administrative services expenses of $54,637 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up  administrative expenses during the five year period following November
24, 1992 (date the Fund first became  effective). For the year ended August  31,
1994, the Fund paid $3,249 and $7,285, respectively, pursuant to this agreement.

INTERFUND  TRANSACTIONS--During the year ended August 31, 1994, the Fund engaged
in purchase and sale transactions with  other affiliated funds at current  value
on the date of the transaction pursuant to Rule 17a-7 under the Act amounting to
$9,500,000 and $9,400,000, respectively.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
fiscal year ended August 31, 1994, were as follows:

<TABLE>
<S>                                                                   <C>
PURCHASES                                                             $ 17,837,741
- --------------------------------------------------------------------  ------------
SALES                                                                 $  7,520,764
- --------------------------------------------------------------------  ------------
</TABLE>

                                       31

INDEPENDENT AUDITOR'S REPORT
- ---------------------------------------------------------

To the Board of Trustees of MUNICIPAL SECURITIES INCOME TRUST
and Shareholders of NEW YORK MUNICIPAL INCOME FUND:

We  have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of New York Municipal Income Fund (a portfolio  of
Municipal  Securities  Income  Trust) as  of  August  31, 1994  and  the related
statement of  operations,  the statement  of  changes  in net  assets,  and  the
financial  highlights (see page 2  of the prospectus) for  the year ended August
31, 1994, and  for the  period from  December 2,  1992 (date  of initial  public
investment)  to  August  31,  1993.  These  financial  statements  and financial
highlights are the responsibility of the Trust's management. Our  responsibility
is  to express an opinion on these financial statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our procedures included confirmation of  the securities owned as of
August 31, 1994  by correspondence with  the custodian. An  audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our  opinion, such  financial  statements and  financial  highlights present
fairly, in all material respects, the  financial position of New York  Municipal
Income Fund as of August 31, 1994, the results of its operations, the changes in
its  net assets, and its financial  highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 7, 1994

                                       32

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

<TABLE>
<S>                                                              <C>
New York Municipal Income Fund
              Fortress Shares                                    Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Distributor
              Federated Securities Corp.                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Investment Adviser
              Federated Advisers                                 Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Custodian
              State Street Bank and Trust Company                P.O. Box 8604
                                                                 Boston, Massachusetts 02266-8604
- -------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------
Legal Counsel
              Houston, Houston & Donnelly                        2510 Centre City Tower
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
Legal Counsel
              Dickstein, Shapiro & Morin, L.L.P.                 2101 L Street, N.W.
                                                                 Washington, D.C. 20037
- -------------------------------------------------------------------------------------------
Independent Auditors
              Deloitte & Touche LLP                              125 Summer Street
                                                                 Boston, Massachusetts 02110-1617
</TABLE>

                                       33

- --------------------------------------------------------------------------------
                              NEW YORK MUNICIPAL
                              INCOME FUND
                              FORTRESS SHARES

                                            PROSPECTUS

                                            A Non-Diversified Portfolio of
                                            Municipal Securities Income Trust,
                                            An Open-End, Management
                                            Investment Company

                                            October 31, 1994

   [LOGO]
           Federated Securities Corp.
           Distributor

           A subsidiary of FEDERATED INVESTORS

           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779

           625922208
           2092919A-FS (10/94)
           (LOGO)
           RECYCLED
           PAPER



                         NEW YORK MUNICIPAL INCOME FUND

               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)

                                FORTRESS SHARES

                      STATEMENT OF ADDITIONAL INFORMATION

   This Statement of Additional Information should be read with the
   prospectus of Fortress Shares of New York Municipal Income Fund (the
   "Fund") dated October 31, 1994. This Statement is not a prospectus
   itself. To receive a copy of the prospectus write or call the Fund.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                     Statement dated October 31, 1994

      [LOGO]
   Federated Securities Corp.
   Distributor
   A subsidiary of FEDERATED INVESTORS

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

<TABLE>
<S>                                             <C>
GENERAL INFORMATION ABOUT THE FUND                1
- ---------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES                 1
- ---------------------------------------------------
  Acceptable Investments                          1
  When-Issued and Delayed Delivery
    Transactions                                  2
  Temporary Investments                           2
  Portfolio Turnover                              3
INVESTMENT LIMITATIONS                            3
- ---------------------------------------------------
  New York Investment Risks                       5

MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT      5
- ---------------------------------------------------
  Fund Ownership                                  8
  The Funds                                       8

INVESTMENT ADVISORY SERVICES                      9
- ---------------------------------------------------
  Adviser to the Fund                             9
  Advisory Fees                                   9

ADMINISTRATIVE SERVICES                           9
- ---------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT      9
- ---------------------------------------------------
BROKERAGE TRANSACTIONS                           10
- ---------------------------------------------------
PURCHASING FORTRESS SHARES                       10
- ---------------------------------------------------
  Distribution and Shareholder Services Plans    10
  Conversion to Federal Funds                    10
  Purchases by Sales Representatives, Fund
    Trustees, and Employees                      11

DETERMINING NET ASSET VALUE                      11
- ---------------------------------------------------
  Valuing Municipal Bonds                        11
  Use of Amortized Cost                          11

REDEEMING FORTRESS SHARES                        11
- ---------------------------------------------------
  Redemption in Kind                             11

EXCHANGE PRIVILEGE                               11
- ---------------------------------------------------
  Reduced Sales Load                             12
  Requirements for Exchange                      12
  Tax Consequences                               12
  Making An Exchange                             12

TAX STATUS                                       12
- ---------------------------------------------------
  The Fund's Tax Status                          12

TOTAL RETURN                                     13
- ---------------------------------------------------
YIELD                                            13
- ---------------------------------------------------
TAX-EQUIVALENT YIELD                             13
- ---------------------------------------------------
  Tax-Equivalency Table                          14

PERFORMANCE COMPARISONS                          14
- ---------------------------------------------------
APPENDIX                                         16
- ---------------------------------------------------
</TABLE>

                                       I

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------
The Fund is a portfolio of Municipal Securities Income Trust (the "Trust"). The
Trust was established as a Massachusetts business trust under a Declaration of
Trust dated August 6, 1990. On September 16, 1992 (effective date October 31,
1992), the Board of Trustees (the "Trustees") approved changing the name of the
Trust from Federated Municipal Income Trust to Municipal Securities Income
Trust.

Shares of the Fund are presently offered in one class known as Fortress Shares
("Shares").

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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and personal income taxes imposed by the State
of New York and New York municipalities. The investment objective cannot be
changed without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in New York municipal securities.

    CHARACTERISTICS

      The New York municipal securities in which the Fund invests have the
      characteristics set forth in the prospectus. If ratings made by Moody's
      Investors Service, Inc., Standard & Poor's Ratings Group or Fitch's change
      because of changes in those organizations or in their rating systems, the
      Fund will try to use comparable ratings as standards in accordance with
      the investment policies described in the Fund's prospectus.

    TYPES OF ACCEPTABLE INVESTMENTS

      Examples of New York municipal securities include:

            - governmental lease certificates of participation issued by state
              or municipal authorities where payment is secured by installment
              payments for equipment, buildings, or other facilities being
              leased by the state or municipality;

            - municipal notes and tax-exempt commercial paper;

            - serial bonds;

            - tax anticipation notes sold to finance working capital needs of
              municipalities in anticipation of receiving taxes;

            - bond anticipation notes sold in anticipation of the issuance of
              long-term bonds;

            - pre-refunded municipal bonds whose timely payment of interest and
              principal is ensured by an escrow of U.S. government obligations;
              and

            - general obligation bonds.

    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).

    VARIABLE RATE MUNICIPAL SECURITIES

      Variable interest rates generally reduce changes in the market value of
      municipal securities from their original purchase prices. Accordingly, as
      interest rates decrease or increase, the potential for capital
      appreciation or depreciation is less for variable rate municipal
      securities than for fixed-income obligations. Many municipal securities
      with variable-interest rates purchased by the Fund are subject to
      repayment of principal (usually within seven days) on the Fund's demand.
      The terms of these variable rate demand instruments require payment of
      principal and accrued interest from the issuer of the municipal
      obligations, the issuer of the participation interests, or a guarantor of
      either issuer.

                                                                               1

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

    MUNICIPAL LEASES

      The Fund may purchase municipal securities in the form of participation
      interests which represent undivided proportional interests in lease
      payments by a governmental or non-profit entity. The lease payments and
      other rights under the lease provide for and secure the payments on the
      certificates. Lease obligations may be limited by municipal charter or the
      nature of the appropriation for the lease. In particular, lease
      obligations may be subject to periodic appropriation. If the entity does
      not appropriate funds for future lease payments, the entity cannot be
      compelled to make such payments. Furthermore, a lease may provide that the
      certificate trustee cannot accelerate lease obligations upon default. The
      trustee would only be able to enforce lease payments as they became due.
      In the event of a default or failure of appropriation, it is unlikely that
      the trustee 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 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");

            - 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. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the 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.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

      Repurchase agreements are arrangements in which banks, broker/dealers, and
      other recognized financial institutions sell U.S. government securities or
      certificates of deposit to the Fund and agree at the time of sale to
      repurchase them at a mutually agreed upon time and price within one year
      from the date of acquisition. The Fund or its custodian will take
      possession of the securities subject to repurchase agreements. To the
      extent that the original seller does not repurchase the securities from
      the Fund, the Fund could receive less than the repurchase price on any
      sale of such securities. In the event that such 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 may only enter into repurchase
      agreements with banks and other recognized financial institutions such as
      broker/dealers which are found by the Fund's investment adviser to be
      creditworthy pursuant to guidelines established by the Trustees.

2

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

From time to time, such as when suitable New York municipal bonds are not
available, the Fund may invest a portion of its assets in cash. Any portion of
the Fund's assets maintained in cash will reduce the amount of assets in New
York municipal bonds and thereby reduce the Fund's yield.

    REVERSE REPURCHASE AGREEMENTS

      The Fund may also enter into reverse repurchase agreements. This
      transaction is similar to borrowing cash. In a reverse repurchase
      agreement the Fund transfers possession of a portfolio instrument to
      another person, such as a financial institution, broker, or dealer, in
      return for a percentage of the instrument's market value in cash, and
      agrees that on a stipulated date in the future the Fund will repurchase
      the portfolio instrument by remitting the original consideration plus
      interest at an agreed upon rate. The use of reverse repurchase agreements
      may enable the Fund to avoid selling portfolio instruments at a time when
      a sale may be deemed to be disadvantageous, but the ability to enter into
      reverse repurchase agreements does not ensure that the Fund will be able
      to avoid selling portfolio instruments at a disadvantageous time.

      When effecting reverse repurchase agreements, liquid assets of the Fund,
      in a dollar amount sufficient to make payment for the obligations 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
      is settled.

PORTFOLIO TURNOVER

The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual rate of portfolio turnover
exceeding 100%. For the fiscal year ended August 31, 1994 and for the period
from December 2, 1992 (date of initial public investment) to August 31, 1993,
the Fund's portfolio turnover rate was 37% and 0%, respectively.

INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

    SELLING SHORT AND BUYING ON MARGIN

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

    ISSUING SENIOR SECURITIES AND BORROWING MONEY

      The Fund will not issue senior securities except that the Fund may borrow
      money and engage in reverse repurchase agreements in amounts up to
      one-third of the value of its total assets, including the amounts
      borrowed. The Fund will not borrow money or engage in reverse repurchase
      agreements for investment leverage, but rather as a temporary,
      extraordinary, or emergency measure to facilitate management of the
      portfolio by enabling the Fund to, for example, 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 its assets except to
      secure permitted borrowings. In those cases, it may mortgage, pledge, or
      hypothecate assets having a market value not exceeding 10% of the value of
      its total assets at the time of the pledge.

    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.

    INVESTING IN REAL ESTATE

      The Fund will not purchase or sell real estate including limited
      partnership interests although it may invest in municipal bonds secured by
      real estate or interests in real estate.

                                                                               3

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

    INVESTING IN COMMODITIES

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

    LENDING CASH OR SECURITIES

      The Fund will not lend any of its assets except that it may acquire
      publicly or non-publicly issued municipal bonds or temporary investments
      or enter into repurchase agreements in accordance with its investment
      objective, policies, and limitations or its Declaration of Trust.

    DEALING IN PUTS AND CALLS

      The Fund will not buy or sell puts, calls, straddles, spreads, or any
      combination of these.

    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 would be invested 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, i.e., repurchase agreements.

The above investment limitations cannot be changed without shareholder approval.
The following 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 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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES 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 1/2 of 1% of the issuer's securities, together own
      more than 5% of the issuer's securities.

    INVESTING IN RESTRICTED SECURITIES

      The Fund will not invest more than 10% of the value of its total assets in
      securities subject to restrictions on resale under the Securities Act of
      1933.

    INVESTING IN ILLIQUID SECURITIES

      The Fund will not invest more than 15% of its net assets in illiquid
      obligations, including repurchase agreements providing for settlement in
      more than seven days after notice, and certain restricted securities.

    INVESTING IN NEW ISSUERS

      The Fund will not invest more than 5% of the value of its total assets in
      industrial development bonds where the principal and interest are the
      responsibility of companies (or guarantors, where applicable) with less
      than three years of continuous operations, including the operation of any
      predecessor.

    INVESTING IN MINERALS

      The Fund will not purchase interests in oil, gas, or other mineral
      exploration or development programs or leases, although it may invest in
      securities of issuers which invest in or sponsor such programs.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits 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."

4

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

NEW YORK INVESTMENT RISKS

The Fund invests in obligations of New York issuers which results in the Fund's
performance being subject to risks associated with the overall conditions
present within the State. The following information is a brief summary of the
recent prevailing economic conditions and a general summary of the state's
financial status. This information is based on official statements relating to
securities that have been offered by New York issuers and from other sources
believed to be accurate but should not be relied upon as a complete description
of all relevant information.

The State of New York has begun to see economic improvement after several
difficult years. Job growth in 1993 exceeded estimates, but remains below the
rest of the country. Future economic growth will be hampered by corporate
downsizing and continued defense cut backs. The State's economy remains highly
developed with a large emphasis in service, trade, financial services, and real
estate. In addition, per capita income remains high.

After five consecutive years of operating deficits, the State ended fiscal 1993
and 1994 with operating surpluses, fueled by both increased revenues and
decreased expenditures. The 1995 budget contains conservative estimates without
reliance on "one-shot" actions that were adopted during recessionary periods.

The importance of New York City to the State's economy is also an important
consideration since it represents a significant portion of the overall economy
of the State. The City has struggled to maintain fiscal stability and has
performed adequately in contrast to the difficult economic conditions in the New
York/New Jersey metropolitan area. Any major changes to the financial condition
of the City would ultimately have an effect on the State.

The Fund's concentration in securities issued by the State and its political
subdivisions provides a greater level of risk than a fund which is diversified
across numerous states and municipal entities. 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 and its municipalities.

MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, present positions with
Municipal Securities Income Trust, and principal occupations.

- --------------------------------------------------------------------------------
John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

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 and Trustee of the Trust.

- --------------------------------------------------------------------------------
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

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.

                                                                               5

- --------------------------------------------------------------------------------
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

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.

- --------------------------------------------------------------------------------
J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA

Vice President and Trustee

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.

- --------------------------------------------------------------------------------
James E. Dowd
571 Hayward Mill Road
Concord, MA

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

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.

- --------------------------------------------------------------------------------
Edward L. Flaherty, Jr.+
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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.

6

- --------------------------------------------------------------------------------
Peter E. Madden
225 Franklin Street
Boston, MA

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
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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.

- --------------------------------------------------------------------------------
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

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

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.

- --------------------------------------------------------------------------------
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

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.

                                                                               7

- --------------------------------------------------------------------------------
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

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

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.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding Shares.

As of September 28, 1994, the following shareholders of record owned 5% or more
of the outstanding Shares of the Fund: Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL, owned approximately 1,046,544 Shares 45.62% and NFSC FEBO,
Hauppage, NY, owned approximately 155,393 Shares 6.77%.

THE FUNDS

"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
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; The Medalist Funds; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust; New
York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters
Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust; Star Funds; The Starburst

8

- --------------------------------------------------------------------------------
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; and World
Investment Series, Inc.

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

ADVISER TO THE FUND

The Fund's investment adviser is Federated Advisers (the "Adviser"). 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, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal year ended August 31, 1994,
and for the period from December 2, 1992 (date of initial public investment) to
August 31, 1993, the Adviser earned advisory fees of $84,319 and $25,302,
respectively, all of which were 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
      2.5% per year of the first $30 million of average net assets, 2% per year
      of the next $70 million of average net assets, and 1.5% per year of the
      remaining average net assets, the Adviser will reimburse the Trust for its
      expenses over the limitation.

      If the Fund's monthly projected operating expenses exceed this expense
      limitation, the investment advisory fee paid will be reduced by the amount
      of the excess, subject to an annual adjustment. If the expense limitation
      is exceeded, the amount to be reimbursed by the Adviser will be limited,
      in any single fiscal year, by the amount of the investment advisory fee.

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

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

Federated Administrative Services, 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 August 31, 1994, the Administrators collectively earned
$177,907, none of which was waived. For the period from December 2, 1992 (date
of initial public investment) to August 31, 1993, Federated Administrative
Services, Inc., earned $39,402, none of which was waived. Dr. Henry J. Gailliot,
an officer of Federated Advisers, the Adviser to the Fund, holds approximately
20% of the outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type, and number of accounts
and transactions made by shareholders.

Federated Services Company also maintains the Fund's accounting records. The fee
based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

                                                                               9

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
review by the Trustees. The Adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
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.

The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.

PURCHASING FORTRESS SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales load on days the New York Stock Exchange
is open for business. The procedure for purchasing Shares is explained in the
prospectus under "Investing in Fortress Shares."

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders 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 Trustees expect 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; and (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.

For the fiscal year ended August 31, 1994, and for the period from December 2,
1992 (date of initial public investment) to August 31, 1993 payments in the
amount of $105,399 and $31,628, respectively, were made pursuant to the
Distribution Plan. In addition, for the fiscal year ended August 31, 1994,
payments in the amount of $9,029 were made pursuant to the Shareholder Services
Plan.

CONVERSION TO FEDERAL FUNDS

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

10

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

PURCHASES BY SALES REPRESENTATIVES, FUND TRUSTEES, AND EMPLOYEES

Trustees, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy Shares at net asset value without a sales load.
Shares may also be sold without a sales load to trusts or pension or
profit-sharing plans for these persons. These sales are made with the
purchaser's written assurance that the purchase is for investment purposes and
that the securities will not be resold except through redemption by the Fund.

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

Net asset value generally changes each day. The days on which net asset value is
calculated for Shares are described in the prospectus.

VALUING MUNICIPAL BONDS

The Trustees use an independent pricing service to determine the market value of
municipal bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it considers relevant in determining valuations for
normal institutional size trading units of debt securities, and does not rely
exclusively on quoted prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.

REDEEMING FORTRESS SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures and contingent deferred
sales charges are explained in the prospectus under "Redeeming Fortress Shares."
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred redemptions
of less than $5,000.

REDEMPTION IN KIND

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

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Trust will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable.

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

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

Fund shareholders are allowed to exchange all or some of their Shares for shares
in other Fortress Funds, New York Municipal Cash Trust, or certain of the Funds
which are sold with a sales load different from that of the Fund's or with no
sales load and which are advised by subsidiaries or affiliates of Federated
Investors. These exchanges are made at net asset value plus the difference
between the Fund's sales load already paid and any sales load of the fund into
which the Shares are to be exchanged, if higher.

                                                                              11

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

REDUCED SALES LOAD

If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales load, the shareholder must notify Federated Securities
Corp. or Federated Services Company in writing.

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
which at least meets the minimum investment required for the fund into which the
exchange is being made. Before the exchange, the shareholder must receive a
prospectus of the fund for which the exchange is being made.

This privilege is available to shareholders residing in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in shares of the other fund.

A shareholder may obtain further information on the exchange privilege and
prospectuses for Fortress Funds, New York Municipal Cash Trust, or certain
Federated Funds by calling the Fund or his financial institution.

TAX CONSEQUENCES

Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the circumstances, a short or long-term capital gain or
loss may be realized.

MAKING AN EXCHANGE

Instructions for exchanges for Fortress Funds, New York Municipal Cash Trust, or
certain Federated Funds must be given in writing by the shareholder. Written
instructions may require a signature guarantee.

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

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, 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.

    CAPITAL GAINS

      Capital gains or losses may be realized by the Fund on the sale of
      portfolio securities and as a result of discounts from par value on
      securities held to maturity. Sales would generally be made because of:

            - the availability of higher relative yields;

            - differentials in market values;

            - new investment opportunities;

            - changes in creditworthiness of an issuer; or

            - an attempt to preserve gains or limit losses.

Distributions of long-term capital gains are taxed as such, whether they are
taken in cash or reinvested, and regardless of the length of time the
shareholder has owned Shares. Any loss by a shareholder on Shares held for less
than six months and sold after a capital gains distribution will be treated as a
long-term capital loss to the extent of the capital gains distribution.

12

TOTAL RETURN
- --------------------------------------------------------------------------------
The Fund's average annual total return for the one-year period ended August 31,
1994, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1994, was (2.31%) and 6.28%, respectively.

The average annual total return for the Fund 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 offering price 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.
Any applicable contingent deferred sales charge is deducted from the ending
value of the investment based on the lesser of the original purchase price per
Share of redeemed Shares at the time of purchase or the offering price per Share
of Shares redeemed.

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

The Fund's yield for the thirty-day period ended August 31, 1994 was 5.99%.

The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the Fund on
the last day of the period. This value is then annualized using semi-annual
compounding. This means that the amount of income generated during the
thirty-day period is assumed to be generated each month over a twelve-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by the Fund because of certain adjustments
required by the Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders. To the
extent that financial institutions and broker/dealers charge fees in connection
with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

The Fund's tax-equivalent yield for the thirty-day period ended August 31, 1994
was 9.30%.

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 tax rate of 28% and assuming that income is
100% tax-exempt.

                                                                              13

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

TAX-EQUIVALENCY TABLE

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax,* and the
income taxes imposed by the State of New York. As the table below indicates, a
"tax-free" investment is an attractive choice for investors, particularly in
times of narrow spreads between tax-free and taxable yields.

<TABLE>
<CAPTION>
                                 TAXABLE YIELD EQUIVALENT FOR 1994
                                         STATE OF NEW YORK
- ---------------------------------------------------------------------------------------------------
                                       TAX BRACKET FEDERAL:
                    15.00%         28.00%           31.00%             36.00%            39.60%
- ---------------------------------------------------------------------------------------------------
                                    COMBINED FEDERAL AND STATE:
                    22.594%       35.594%           38.594%            43.594%           47.194%
- ---------------------------------------------------------------------------------------------------
JOINT RETURN:      $1-38,000   $38,001-91,850   $91,851-140,000   $140,001-250,000    Over $250,000
- ---------------------------------------------------------------------------------------------------
SINGLE RETURN:     $1-22,750   $22,751-55,100   $55,101-115,000   $115,001-250,000    Over $250,000
- ---------------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD                                TAXABLE YIELD EQUIVALENT
- ---------------------------------------------------------------------------------------------------
<S>                <C>         <C>              <C>               <C>                 <C>
     1.50%             1.94%        2.33%             2.44%              2.66%             2.84%
     2.00%             2.58%        3.11%             3.26%              3.55%             3.79%
     2.50%             3.23%        3.88%             4.07%              4.43%             4.73%
     3.00%             3.88%        4.66%             4.89%              5.32%             5.68%
     3.50%             4.52%        5.43%             5.70%              6.20%             6.63%
     4.00%             5.17%        6.21%             6.51%              7.09%             7.57%
     4.50%             5.81%        6.99%             7.33%              7.98%             8.52%
     5.00%             6.46%        7.76%             8.14%              8.86%             9.47%
     5.50%             7.11%        8.54%             8.96%              9.75%            10.42%
     6.00%             7.75%        9.32%             9.77%             10.64%            11.36%
- ---------------------------------------------------------------------------------------------------
<FN>
The  chart above is for  illustrative purposes only. It  is not an indication of
past or future performance of the Fund.
* Some portions of the Fund's income may be subject to the federal alternative
  minimum tax and state and local taxes.
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.
</TABLE>

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

The performance of Shares depends upon such variables as:

    - portfolio quality;

    - average portfolio maturity;

    - type of instruments in which the portfolio is invested;

    - changes in interest rates and market value of portfolio securities;

    - changes in the Fund's expenses; and

    - various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described above.

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

14

- --------------------------------------------------------------------------------
value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:

- - LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance benchmark for
  the long-term, investment grade, revenue bond market. Returns and attributes
  for the index are calculated semi-monthly.

- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
  making comparative calculations using total return. Total return assumes the
  reinvestment of all capital gains distributions and income dividends and takes
  into account any change in net asset value over a specific period of time.
  From time to time, the Fund will quote its Lipper ranking in the "New York
  Municipal Bond Funds" category in advertising and sales literature.

- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than 1,000
  NASDAQ-listed mutual funds of all types, according to their risk-adjusted
  returns. The maximum rating is five stars, and ratings are effective for two
  weeks.

Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specified period of time.

Advertisements may quote performance information which does not reflect the
effect of the sales load.

                                                                              15

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL BOND RATINGS

AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Ratings Group ("S&P"). Capacity to pay interest and repay principal is extremely
strong.

AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC., MUNICIPAL BOND RATINGS

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its its generic rating category; the
modifier 1 indicates that the security ranks in the higher end of its generic
ranking category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.

16

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

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

NR--NR indicates that Fitch does not rate the specific issue. Plus (+) or Minus
(-):

Plus and minus signs are used with a rating symbol to indicate the relative
position of a credit within the rating category. Plus and minus signs, however,
are not used in the "AAA" category.

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS

SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.

SP-2--Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC., SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATINGS

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.

STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS

A-1--This highest category indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus (+) sign
designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MOODY'S INVESTORS SERVICE, INC., COMMERCIAL PAPER RATINGS

P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: Leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

625922208
2092919B (10/94)                                                              17

PENNSYLVANIA MUNICIPAL INCOME FUND

(A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
CLASS A SHARES
PROSPECTUS

The Class A Shares of Pennsylvania Municipal Income Fund (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Municipal Securities Income
Trust (the "Trust"), an open-end management investment company (a mutual fund).
The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. The Fund invests primarily in a portfolio of
municipal securities which are exempt from federal regular income tax and
Pennsylvania state and local income tax ("Pennsylvania Municipal Securities").
These securities include those issued by or on behalf of the Commonwealth of
Pennsylvania and Pennsylvania municipalities, as well as those issued by states,
territories and possessions of the United States which are exempt from federal
regular income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania and Pennsylvania municipalities.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


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

The Fund has also filed a Statement of Additional Information for Class A
Shares, dated October 31, 1994, with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is incorporated
by reference into this prospectus. You may request a copy of the Statement of
Additional Information free of charge by calling 1-800-235-4669. To obtain other
information or to make inquiries about the Fund, contact your financial
institution.

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 October 31, 1994



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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------


FINANCIAL HIGHLIGHTS-CLASS A SHARES                                            2

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

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

LIBERTY FAMILY OF FUNDS                                                        3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         4
- ------------------------------------------------------

  Investment Objective                                                         4
  Investment Policies                                                          4
  Pennsylvania Municipal Securities                                            7

  Investment Risks                                                             7


  Non-Diversification                                                          7

  Investment Limitations                                                       8


NET ASSET VALUE                                                                8

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

INVESTING IN CLASS A SHARES                                                    9
- ------------------------------------------------------

  Share Purchases                                                              9

  Minimum Investment Required                                                  9

  What Shares Cost                                                            10

  Eliminating/Reducing the Sales Load                                         10

  Systematic Investment Program                                               12
  Certificates and Confirmations                                              12

  Dividends and Distributions                                                 12



EXCHANGE PRIVILEGE                                                            12

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


  Requirements for Exchange                                                   12


  Tax Consequences                                                            13


  Making an Exchange                                                          13



REDEEMING CLASS A SHARES                                                      13

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

  Through a Financial Institution                                             14
  Directly from the Fund                                                      14
  Receiving Payment                                                           15
  Contingent Deferred Sales Charge                                            15

  Systematic Withdrawal Program                                               15

  Accounts with Low Balances                                                  16


MUNICIPAL SECURITIES INCOME TRUST
  INFORMATION                                                                 16

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


  Management of Municipal Securities
     Income Trust                                                             16


  Distribution of Class A Shares                                              17


  Administration of the Fund                                                  18



SHAREHOLDER INFORMATION                                                       19

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


  Voting Rights                                                               19


  Massachusetts Partnership Law                                               19



TAX INFORMATION                                                               19

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


  Federal Income Tax                                                          19


  Pennsylvania Taxes                                                          20


  Other State and Local Taxes                                                 21



PERFORMANCE INFORMATION                                                       21

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


FINANCIAL HIGHLIGHTS-INCOME SHARES                                            22

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


FINANCIAL STATEMENTS                                                          23

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


INDEPENDENT AUDITORS' REPORT                                                  39

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


ADDRESSES                                                      Inside Back Cover

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




SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>      <C>
                                           CLASS A SHARES
                                  SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).......             3.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................              None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)(1)..........................................             0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)................              None
Exchange Fee......................................................................              None
ANNUAL CLASS A SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)(2)..................................................             0.00%
12b-1 Fee(3)......................................................................             0.00%
Total Other Expenses (after expense reimbursement)................................             0.75%
    Shareholder Services Fee......................................................    0.25%
         Total Class A Shares Operating Expenses(4)...............................             0.75%
</TABLE>


(1) Shareholders who purchased Shares with the proceeds of a redemption of
shares of a mutual fund sold with a sales charge and not distributed by
Federated Securities Corp., prior to June 1, 1994, will be charged a contingent
deferred sales charge by the Fund's distributor of .50 of 1% for redemptions
made within one year of purchase. See "Contingent Deferred Sales Charge."


(2) The management fee has been reduced to reflect the voluntary waiver of the
management fee. The adviser can terminate this voluntary waiver at any time at
its sole discretion. The maximum management fee is .40%.


(3) The class has no present intention of paying or accruing the 12b-1 fee
during the fiscal year ending August 31, 1995. If the class were paying or
accruing the 12b-1 fee, the class would be able to pay up to .40% of its average
daily net assets for the 12b-1 fee. See "Municipal Securities Income Trust
Information."


(4) The total Class A Shares operating expenses would have been 1.20% absent the
voluntary waiver of the management fee and the voluntary reimbursement of
certain other operating expenses.


    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS A SHARES OF THE FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "MUNICIPAL SECURITIES INCOME TRUST INFORMATION"
AND "INVESTING IN CLASS A SHARES." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.


<TABLE>
<CAPTION>
                           EXAMPLE                              1 year    3 years    5 years    10 years
- -------------------------------------------------------------   ------    -------    -------    --------
<S>                                                             <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment
  assuming (1) 5% annual return and (2) redemption at the end
  of each time period........................................    $ 42       $53        $70        $120
You would pay the following expenses on the same investment,
  assuming no redemption.....................................    $ 37       $53        $70        $120
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



PENNSYLVANIA MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS--CLASS A SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


Reference is made to the Independent Auditors' Report on page 39.



<TABLE>
<CAPTION>
                                                                         YEAR ENDED AUGUST 31,
                                                              -------------------------------------------
                                                               1994       1993         1992        1991*
                                                              ------     ------       -------     -------
<S>                                                           <C>        <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $11.68     $10.93       $ 10.44     $ 10.00
- -----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------
  Net investment income                                         0.60       0.60         0.627       0.588
- -----------------------------------------------------------
  Net realized and unrealized gain (loss) on investments       (0.75)      0.75         0.493       0.456
- -----------------------------------------------------------   ------     ------       -------     -------
  Total from investment operations                             (0.15)      1.35         1.120       1.044
- -----------------------------------------------------------   ------     ------       -------     -------
LESS DISTRIBUTIONS
- -----------------------------------------------------------
  Dividends to shareholders from net investment income         (0.59)     (0.60)       (0.627)     (0.588)
- -----------------------------------------------------------
  Distributions in excess of net investment income                --         --        (0.003)(a)  (0.016)(a)
- -----------------------------------------------------------   ------     ------       -------     -------
  Total distributions                                          (0.59)     (0.60)       (0.630)     (0.604)
- -----------------------------------------------------------   ------     ------       -------     -------
NET ASSET VALUE, END OF PERIOD                                $10.94     $11.68       $ 10.93     $ 10.44
- -----------------------------------------------------------   ------     ------       -------     -------
TOTAL RETURN**                                                 (1.34%)    12.71%       11.06%      10.60%
- -----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------
  Expenses                                                      0.75%      0.83%        0.73%     0.26%(c)
- -----------------------------------------------------------
  Net investment income                                         5.27%      5.33%        5.88%     6.45%(c)
- -----------------------------------------------------------
  Expense waiver/reimbursement (b)                              0.45%      0.70%        0.97%       1.24%
- -----------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $85,860    $69,947      $48,261     $31,067
- -----------------------------------------------------------
  Portfolio turnover rate                                         17%         0%           0%         10%
- -----------------------------------------------------------
</TABLE>


 * Reflects operations for the period from October 11, 1990 (date of initial
   public investment) to August 31, 1991.

** Based on net asset value, which does not reflect the sales load or contingent
deferred sales charge, if applicable.

(a) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(c) Computed on an annualized basis.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended August 31, 1994, which can be obtained
free of charge.




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


The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated August 6, 1990. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest 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 Board of Trustees (the "Trustees") has established one class of
shares, known as Class A Shares ("Shares"). During the fiscal year ended August
31, 1994, the Fund also offered Income Shares and Trust Shares. Neither Income
Shares nor Trust Shares are offered any longer.



The Fund is designed for customers of financial institutions such as banks,
fiduciaries, investment advisers, and broker/dealers as a convenient means of
accumulating an interest in a professionally managed, non-diversified portfolio
investing primarily in Pennsylvania Municipal Securities. A minimum initial
investment of $1,000 is required. The Fund is not likely to be a suitable
investment for non-Pennsylvania taxpayers or retirement plans since Pennsylvania
Municipal Securities are not likely to produce competitive after tax yields for
such persons and entities when compared to other investments.


Except as otherwise noted in this prospectus, Shares are sold at net asset value
plus an applicable sales load and redeemed at net asset value.

LIBERTY FAMILY OF FUNDS
- --------------------------------------------------------------------------------

This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:


     - American Leaders Fund, Inc., providing growth of capital and income
       through high-quality stocks;



     - Capital Growth Fund, providing appreciation of capital primarily through
       equity securities;



     - Fund for U.S. Government Securities, Inc., providing current income
     through long-term
     U.S. government securities;



     - International Equity Fund, providing long-term capital growth and income
       through international securities;



     - International Income Fund, providing a high level of current income
       consistent with prudent investment risk through high-quality debt
       securities denominated primarily in foreign currencies;



     - Liberty Equity Income Fund, Inc., providing above-average income and
       capital appreciation through income producing equity securities;



     - Liberty High Income Bond Fund, Inc., providing high current income
       through high-yielding, lower-rated, corporate bonds;



     - Liberty Municipal Securities Fund, Inc., providing a high level of
       current income exempt from federal regular income tax through municipal
       bonds;



     - Liberty U.S. Government Money Market Trust, providing current income
       consistent with stability of principal through high-quality U.S.
       government securities;






     - Liberty Utility Fund, Inc., providing current income and long-term growth
       of income, primarily through electric, gas, and communications utilities;



     - Limited Term Fund, providing a high level of current income consistent
       with minimum fluctuation in principal through investment grade
       securities;



     - Limited Term Municipal Fund, providing a high level of current income
       exempt from federal regular income tax consistent with the preservation
       of principal, primarily limited to municipal securities;



     - Michigan Intermediate Municipal Trust, providing current income exempt
       from federal regular income tax and personal income taxes imposed by the
       state of Michigan and Michigan municipalities, primarily through Michigan
       municipal securities;



     - Strategic Income Fund, providing a high level of current income,
       primarily through domestic and foreign corporate debt obligations;



     - Tax-Free Instruments Trust, providing current income consistent with the
       stability of principal and exempt from federal income tax, through
       high-quality, short-term municipal securities; and



     - World Utility Fund, providing total return primarily through securities
       issued by domestic and foreign companies in the utilities industries.


Prospectuses for these funds are available by writing to Federated Securities
Corp. Each of the funds may also invest in certain other types of securities as
described in each find's prospectus.

The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of a proven, professional investment adviser.

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the Commonwealth of Pennsylvania. The investment objective cannot be changed
without approval of shareholders. 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.

Interest income of the Fund that is exempt from the income taxes described above
retains its exempt status when distributed to the Fund's shareholders. However,
income distributed by the Fund may not necessarily be exempt from state or
municipal taxes in states other than Pennsylvania.

INVESTMENT POLICIES


The Fund pursues its investment objective by investing in a portfolio of
Pennsylvania municipal securities. Unless indicated otherwise, the investment
policies of the Fund may be changed by the Trustees without approval of
shareholders. Shareholders will be notified before any material changes in these
policies become effective.






ACCEPTABLE INVESTMENTS. The securities in which the Fund invests include:



     - obligations issued by or on behalf of the Commonwealth of Pennsylvania,
       its political subdivisions, or agencies;



     - debt obligations of any state, territory, or possession of the United
       States, or any political subdivision of any of these; and



     - participation interests, as described below, in any of the above
       obligations,


the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from both federal regular income tax and the personal income taxes
imposed by the Commonwealth of Pennsylvania. At least 80% of the value of the
Fund's total assets will be invested in Pennsylvania Municipal Securities.

The prices of fixed income securities fluctuate inversely to the direction of
interest rates.


     CHARACTERISTICS. The securities which the Fund buys are investment grade
     bonds rated, at the time of purchase, Aaa, Aa, A, or Baa by Moody's
     Investors Service, Inc. ("Moody's") or AAA, AA, A, or BBB by Standard &
     Poor's Ratings Group ("S&P") or Fitch Investors Service, Inc. ("Fitch"). In
     certain cases the Fund's investment adviser may choose bonds which are
     unrated if it determines that such bonds are of comparable quality or have
     similar characteristics to the investment grade bonds described above. If
     the Fund purchases an investment grade bond, and the rating of such bond is
     subsequently downgraded so that the bond is no longer classified as
     investment grade, the Fund is not required to drop the bond from the
     portfolio, but will consider whether such action is appropriate. Bonds
     rated "BBB" by S&P or Fitch or "Baa" by Moody's. have speculative
     characteristics. Changes in economic or other circumstances are more likely
     to lead to weakened capacity to make principal and interest payments than
     higher rated bonds. A description of the rating categories is contained in
     the Appendix to the Statement of Additional Information.


     PARTICIPATION INTERESTS. The Fund may purchase participation interests from
     financial institutions such as commercial banks, savings and loan
     associations, and insurance companies. These participation interests give
     the Fund an undivided interest in Pennsylvania Municipal Securities. The
     financial institutions from which the Fund purchases participation
     interests frequently provide or secure irrevocable letters of credit or
     guarantees to assure that the participation interests are of high quality.
     The Trustees will determine that participation interests meet the
     prescribed quality standards for the Fund.


     VARIABLE RATE MUNICIPAL SECURITIES. Some of the Pennsylvania Municipal
     Securities which the Fund purchases may have variable interest rates.
     Variable interest rates are ordinarily based on a published interest rate,
     interest rate index, or a similar standard, such as the
     91-day U.S. Treasury bill rate. Many variable rate municipal securities are
     subject to payment of principal on demand by the Fund in not more than
     seven days. All variable rate municipal securities will meet the quality
     standards for the Fund. The Fund's investment adviser has been instructed
     by the Trustees to monitor the pricing, quality, and liquidity of the
     variable rate municipal securities, including participation interests held
     by the Fund on the basis of published financial information and reports of
     the rating agencies and other analytical services.






     MUNICIPAL LEASES. Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities and may be considered to be illiquid. They may take the form
     of a lease, an installment purchase contract, a conditional sales contract
     or a participation certificate on any of the above. Lease obligations may
     be subject to periodic appropriation. If the entity does not appropriate
     funds for future lease payments, the entity cannot be compelled to make
     such payments. In the event of 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.



     RESTRICTED SECURITIES. As a matter of fundamental policy, the Fund may
     invest up to 10% of its net assets in restricted securities. Restricted
     securities are any securities in which the Fund may otherwise invest
     pursuant to its investment objective and policies but which are subject to
     restriction upon resale under federal securities laws. The Fund will limit
     investments in illiquid securities, including certain restricted securities
     not determined by the Trustees to be liquid, to 15% of its net assets.



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 the transaction 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/less than the market value of the securities on the settlement
date.



The Fund may dispose of a commitment prior to settlement if the investment
adviser deems it appropriate to do so. In addition, the Fund may enter in
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.



TEMPORARY INVESTMENTS. The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular income tax and the
Commonwealth of Pennsylvania personal income taxes. However, from time to time
when the investment adviser determines that market conditions call for a
temporary defensive posture, the Fund may invest in short-term non-Pennsylvania
municipal
tax-exempt obligations or taxable temporary investments. These temporary
investments include: notes issued by or on behalf of municipal or corporate
issuers; obligations issued or guaranteed by the U.S. government, its agencies,
or instrumentalities; other debt securities; commercial paper; certificates of
deposit of banks; and repurchase agreements (arrangements in which the
organization selling the Fund a bond or temporary investment agrees at the time
of sale to repurchase it at a mutually agreed upon time and price).


There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those rated within
the investment grade categories described under "Acceptable
Investments--Characteristics" (if rated) or those which the investment adviser
judges to have the same characteristics as such investment grade securities (if
unrated). Although the Fund is permitted to make taxable, temporary investments,
there is no current intention



of generating income subject to federal regular income tax or the Commonwealth
of Pennsylvania personal income taxes.

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 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. However, interest on and principal of revenue bonds 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, but not limited to: the general conditions of the municipal bond
market; the size of the particular offering; the maturity of the obligations;
and the rating of the issue. Further, any adverse economic conditions or
developments affecting the Commonwealth of Pennsylvania or its municipalities
could impact the Fund's portfolio. 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 guarantors
of either, to meet their obligations for the payment of interest and principal
when due. Investing in Pennsylvania Municipal Securities which meet the Fund's
quality standards may not be possible if the Commonwealth of Pennsylvania or its
municipalities do not maintain their current credit ratings. In addition, any
Pennsylvania constitutional amendments, legislative measures, executive orders,
administrative regulations, and voter initiatives could result in adverse
consequences affecting Pennsylvania Municipal Securities.


A further discussion of the risks of a portfolio which invests largely in
Pennsylvania municipal securities is contained in the Statement of Additional
Information.


NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities 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.


The Fund intends to comply with Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). This undertaking requires that at the end of each
quarter of the taxable year: (a) 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 (b) 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 10% of the value of
total assets to secure such borrowings.


In order to pass-through to investors the tax-free income from the Fund for
purposes of the Commonwealth of Pennsylvania personal income taxes, 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) reinvest the earnings from securities in like securities; or
(iv) defray normal administrative expenses (the "Pennsylvania Investment
Restrictions"). Legislation enacted in December, 1993, eliminates the necessity
of the Pennsylvania Investment Restrictions. Consequently, the Trustees may vote
to eliminate the Pennsylvania Investment Restrictions.


The above investment limitation cannot be changed without shareholder approval.
The following limitation, however, can be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 5% of its total assets in industrial
development bonds when the payment of principal and interest is the
responsibility of companies (or guarantors, where applicable) with less than
three years of continuous operations, including the operation of any
predecessor.

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


The Fund's net asset value per Share fluctuates. It is determined by dividing
the sum of market value of all securities and all other assets, less
liabilities, by the number of Shares outstanding.





INVESTING IN CLASS A SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through a financial institution which has a sales agreement with
the distributor, or directly from the distributor, Federated Securities Corp.,
once an account has been established. The Fund reserves the right to reject any
purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or broker/dealer) to place an order to purchase Shares. Orders
through a financial institution are considered received when the Fund is
notified of the purchase order. Purchase orders through a financial institution
must be received by the financial institution before 4:00 P.M. (Eastern time)
and must be transmitted by the financial institution to the Fund before 5:00
P.M. (Eastern time) in order for Shares to be purchased at that day's price. It
is the financial institution's responsibility to transmit orders promptly.


DIRECTLY FROM THE DISTRIBUTOR.  An investor may place an order to purchase
Shares directly from the distributor once an account has been established. To do
so: complete and sign the new account form available from the Fund; enclose a
check made payable to Pennsylvania Municipal Income Fund--Class A Shares; and
mail both to Pennsylvania Municipal Income Fund, P.O. Box 8604, Boston, MA
02266-8604.



The order is considered received after the check is converted by the transfer
agent's bank, State Street Bank and Trust Company ("State Street Bank"), into
federal funds. This is generally the next business day after State Street Bank
receives the check.


To purchase Shares by wire from the distributor, call the Fund. All information
needed will be taken over the telephone, and the order is considered received
when State Street Bank receives payment by wire. Federal funds should be wired
as follows: State Street Bank and Trust Company, Boston, Massachusetts 02105;
Attention: Mutual Fund Servicing Division; For Credit to: Pennsylvania
Municipal Income Fund--Class A Shares, Title or Name of Account; Wire Order
Number. Shares cannot be purchased by wire on Columbus Day, Veterans' Day, or
Martin Luther King Day.

MINIMUM INVESTMENT REQUIRED


The minimum initial investment in Shares is $1,000. Subsequent investments must
be in amounts of at least $100.




WHAT SHARES COST


Shares are sold at their net asset value, less any applicable sales load, next
determined after an order is received:


<TABLE>
<CAPTION>
                                                      SALES LOAD AS            SALES LOAD AS
                                                     A PERCENTAGE OF          A PERCENTAGE OF
             AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE     NET AMOUNT INVESTED
- -----------------------------------------------   ----------------------    -------------------
<S>                                               <C>                       <C>
Less than $50,000..............................            3.00%                   3.09%
$50,000 but less than $100,000.................            2.50%                   2.56%
$100,000 but less than $250,000................            2.00%                   2.04%
$250,000 but less than $500,000................            1.50%                   1.52%
$500,000 but less than $1 million..............            1.00%                   1.01%
$1 million or more.............................            0.00%                   0.00%
</TABLE>

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

Under certain circumstances described under "Redeeming Shares," shareholders may
be charged a contingent deferred sales charge by the distributor at the time
shares are redeemed.

DEALER CONCESSION.  For sales of Shares, the distributor will normally offer to
pay dealers up to 100% of the sales load retained by it. On purchases of $1
million or more, the investor pays no sales load; however, the distributor will
make twelve monthly payments to the dealer totaling 0.25% of the public offering
price over the first year following the purchase. Such payments are based on the
original purchase price of Shares outstanding at each month end. No sales load
is imposed for Shares purchased through bank trust departments or investment
advisers registered under the Investment Advisers Act of 1940, as amended.
However, investors who purchase Shares through a trust department or investment
adviser may be charged an additional service fee by that institution.


ELIMINATING/REDUCING THE SALES LOAD



The sales load can be reduced or eliminated on the purchase of Shares through:


     - quantity discounts and accumulated purchases;


     - signing a 13-month letter of intent;



     - using the reinvestment privilege;



     - concurrent purchases; or



     - purchases with proceeds from redemptions of unaffiliated mutual fund
shares.


QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales load paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales load.



If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $40,000 and he
purchases $10,000 more at the current public offering price, the sales load on
the additional purchase according to the schedule now in effect would be 2.50%,
not 3.00%.

To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Shares are already owned or that purchases are being
combined. The Fund will reduce the sales load effective as of the date on which
the Fund confirms the previous purchases (which under normal circumstances,
would be the date on which the Fund received the notice from the shareholder
that Shares are already owned.)

LETTER OF INTENT.  If a shareholder intends to purchase a specific dollar amount
of Shares over the next 13 months, the sales load may be reduced if the
shareholder signs a letter of intent to that effect. For example, if a
shareholder intends to purchase at least $50,000 in Shares, the letter of intent
shall include a provision for a sales load adjustment depending on the amount
actually purchased within the
13-month period and a provision for the custodian to hold 3.00% of the total
amount intended to be purchased in escrow (in Shares) until such purchase is
completed.

The applicable portion of the 3.00% held in escrow will be applied to the
shareholder's account at the end of the 13-month period unless the amount
specified in the letter of intent is not purchased. In this event, an
appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.

This letter of intent will not obligate the shareholder to purchase Shares, but
if he does, each purchase during the period will be at the sales load applicable
to the total amount intended to be purchased. This letter may be dated as of a
prior date to include any purchases made within the past
90 days towards the dollar fulfillment of the letter of intent. Prior trade
prices will not be adjusted.


REINVESTMENT PRIVILEGE.  If Shares have been redeemed, the shareholder has a
one-time right, within 120 days, to reinvest the redemption proceeds at the
next-determined net asset value without any sales load. Federated Securities
Corp. must be notified by the shareholder in writing or by his financial
institution of the reinvestment in order to eliminate a sales load. If the
shareholder redeems his Shares, there may be tax consequences.


CONCURRENT PURCHASES.  For purposes of qualifying for a sales load elimination,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Liberty Funds, the purchase prices of which include a sales load.
For example, if a shareholder concurrently invested $400,000 in one of the other
Liberty Funds and $600,000 in Shares, the sales load would be eliminated.

To receive this sales load elimination, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will eliminate the sales load
after it confirms the purchases.


PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase Shares at net asset value, without a sales load, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales load or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the





redemption, and Federated Securities Corp. must be notified by the investor in
writing, or by his financial institution, at the time the purchase is made.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined after an order is
received by Federated Services Company, plus the applicable sales load. A
shareholder may apply for participation in this program through his financial
institution.

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
in writing to Federated Services Company.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Distributions of any net realized long-term capital gains
will be made at least once every twelve months. Dividends and distributions are
automatically reinvested in additional Shares on payment dates at the
ex-dividend date net asset value without a sales load, unless shareholders
request cash payments on the new account form or by writing to Federated
Services Company. All shareholders on the record date are entitled to the
dividend.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

Class A shareholders may exchange all or some of their Shares for Class A Shares
in other funds in the Liberty Family of Funds. Neither the Fund nor any of the
funds in the Liberty Family of Funds imposes any additional fees on exchanges.
Shareholders in certain other Federated Funds may exchange their shares in the
Federated Funds for Class A Shares.

REQUIREMENTS FOR EXCHANGE


Shareholders using this privilege must exchange shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive the prospectus
of the fund into which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being acquired
may be sold. Upon receipt of proper instructions and required supporting
documents, Shares submitted for exchange are redeemed and the proceeds invested
in shares of the other fund. The exchange privilege may be modified or
terminated at any time. Shareholders will be notified of the modification or
termination of the exchange privilege.





Shares in certain Federated Funds which are advised by subsidiaries or
affiliates of Federated Investors may also be exchanged for Shares at net asset
value. With the exception of exchanges into Pennsylvania Municipal Income Fund
and other Liberty Funds, such exchanges will be subject to a CDSC and possibly a
sales load.


Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.


TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon circumstances, a capital gain or loss may be
realized.

MAKING AN EXCHANGE


Instructions for exchanges for the Liberty Family of Funds may be given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund may have difficulty in making exchanges by telephone
through brokers and other financial institutions during times of drastic
economic or market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company, c/o
State Street Bank and Trust Company, Two Heritage Drive, North Quincy,
Massachusetts 02171.



Shareholders who desire to automatically exchange Shares of a predetermined
amount on a monthly, quarterly, annual, or other periodic basis may take
advantage of a systematic exchange privilege. Further information on these
exchange privileges is available by calling Federated Securities Corp. or the
shareholder's financial institution.



TELEPHONE INSTRUCTIONS.  Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor is
on file with the Fund. If the instructions are given by a broker, a telephone
authorization form completed by the broker must be on file with the Fund. Shares
may be exchanged between two funds by telephone only if the two funds have
identical shareholder registrations. Telephone exchange instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions. Any
Fund shares held in certificate form cannot be exchanged by telephone, but must
be forwarded to Federated Services Company, P.O. Box 8604, Boston, Massachusetts
02266-8604, and deposited to the shareholder's account before being exchanged.
Telephone instructions will be processed as of 4:00 P.M. (Eastern time) and must
be received by the Fund before that time for shares to be exchanged the same
day. Shareholders exchanging into a fund will not receive any dividend that is
payable to shareholders of record on that date. This privilege may be modified
or terminated at any time.



REDEEMING CLASS A SHARES

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

The Fund redeems Shares 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. Redemptions can be made through a financial institution or
directly from the Fund. Redemption requests must be received in proper form.

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.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares by calling his financial institution (such as a
bank or a broker/ dealer) to request the redemption. Shares will be redeemed at
the net asset value next determined after Federated Services Company receives
the redemption request from the financial institution. The financial institution
is responsible for promptly submitting redemption requests and providing proper
written redemption instructions to Federated Services Company. The financial
institution may charge customary fees and commissions for this service.

DIRECTLY FROM THE FUND

     BY TELEPHONE.  Shareholders who have not purchased through a financial
     institution may redeem their Shares of the Fund by telephoning Federated
     Services Company. The proceeds will be mailed to the shareholder's address
     of record or wire transferred to the shareholder's account at a domestic
     commercial bank that is a member of the Federal Reserve System, normally
     within one business day, but in no event longer than seven days after the
     request. The minimum amount for a wire transfer is $1,000. If at any time
     the Fund shall determine it necessary to terminate or modify this method of
     redemption, shareholders would be promptly notified.

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


     BY MAIL.  Any shareholder may redeem Shares by sending a written request to
     Federated Services Company. The written request should include the
     shareholder's name, the Fund name and class of shares, the account number,
     and the share or dollar amount requested. If share certificates have been
     issued, they must be properly endorsed and should be sent by registered or
     certified mail with the written request. Shareholders should call the Fund
     for assistance in redeeming by mail.



     SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, 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 signatures on written redemption requests guaranteed by:



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



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





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

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


RECEIVING PAYMENT



BY CHECK.  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.



BY WIRE.  Redemption proceeds will be wired on the business day following
receipt of a proper redemption request.


CONTINGENT DEFERRED SALES CHARGE


Shareholders who purchased Shares with the proceeds of a redemption of shares of
a mutual fund sold with a sales load or commission and not distributed by
Federated Securities Corp. prior to June 1, 1994, will be charged a contingent
deferred sales charge ("CDSC") by the Fund's distributor of .50 of 1% for
redemptions made within one year of purchase. Purchases under the program made
after that date will not be subject to any type of CDSC. The CDSC will be
calculated based upon the lesser of the original purchase price of the Shares or
the net asset value of the Shares when redeemed.



The CDSC will not be imposed on Shares acquired through reinvestment of
dividends or distributions of long-term capital gains. Redemptions are deemed to
have occurred in the following order: (1) Shares acquired through the
reinvestment of dividends and long-term capital gains; (2) purchases of Shares
occurring more than one year before the date of redemption; (3) purchases of
Shares within the previous year without the use of redemption proceeds as
described above; and (4) purchases of Shares within the previous year through
the use of redemption proceeds as described above.



The CDSC will not be imposed when a redemption results from a tax-free return
from the death or disability of the beneficial owner, as defined in Section 72
(m)(7) of the Internal Revenue Code of 1986, as amended.



A CDSC will not be charged in connection with redemptions by the Fund of
accounts with low balances.


SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Shares are
redeemed to provide for periodic withdrawal payments in an amount directed by
the shareholder. Shareholders may redeem by periodic



withdrawal payments in a minimum amount of $100. Depending upon the amount of
the withdrawal payments, the amount of dividends paid and capital gains
distributions with respect to Shares, and the fluctuation of the net asset value
of Shares redeemed under this program, redemptions may reduce, and eventually
deplete, the shareholder's investment in the Fund. For this reason, payments
under this program should not be considered as yield or income on the
shareholder's investment in the Fund. To be eligible to participate in this
program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through his financial
institution. Due to the fact that Shares are sold with a sales load, it is not
advisable for shareholders to be purchasing Shares while participating in this
program.

ACCOUNTS WITH LOW BALANCES


Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,000. This
requirement does not apply, however, if the balance falls below $1,000 because
of changes in the Fund's net asset value. 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.



MUNICIPAL SECURITIES INCOME TRUST INFORMATION

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


MANAGEMENT OF MUNICIPAL SECURITIES INCOME TRUST



BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the business affairs of the Trust and for exercising
all of the powers of the Trust except those reserved for the shareholders. The
Executive Committee of the Board of Trustees handles the Trustee's
responsibilities between meetings of the Board.



INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Advisers, the Fund's
investment adviser (the "Adviser"), subject to direction by the Trustees. The
Adviser continually conducts investment research and supervision for the Fund
and is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.



     ADVISORY FEES. The Fund's Adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The Adviser
     may voluntarily choose to waive a portion of its fee or reimburse the Fund
     for certain operating expenses. The Adviser can terminate this voluntary
     waiver or reimbursement of expenses at any time in its sole discretion. The
     Adviser has also undertaken to reimburse the Fund for operating expenses in
     excess of limitations established by certain states.


     ADVISER'S BACKGROUND. Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940, as amended. 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 Advisers 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.


     James D. Roberge has been the Fund's portfolio manager since June, 1993.
     Mr. Roberge joined Federated Investors in 1990 and has been an Assistant
     Vice President of the Fund's Adviser since 1992. From 1990 until 1992, Mr.
     Roberge acted as an investment analyst. Mr. Roberge received his M.B.A. in
     Finance from Wharton Business School in 1990.

DISTRIBUTION OF CLASS A SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of .40
of 1% of the average daily net asset value of Shares to finance any activity
which is principally intended to result in the sale of Shares subject to the
Distribution Plan.



The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers to provide
sales support services as agents for their clients or customers.



The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amount or may earn a profit from future payments made by the Fund
under the Distribution Plan.



In addition, the Trust has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of Shares to obtain certain personal services for shareholders
and the maintenance of shareholder accounts ("shareholder services"). The Trust
has entered into a Shareholder Services Agreement with Federated Shareholder
Services, a subsidiary of Federated Investors, under which Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon Shares owned by their clients or customers.





The schedules of such fees and the basis upon which such fees will be paid will
be determined from time to time by the Trust and Federated Shareholder Services.



OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. Furthermore, the distributor may offer
to pay a fee from its own assets to financial institutions as financial
assistance for providing substantial marketing and sales support. The support
may include participating in sales, educational and training seminars at
recreational-type facilities, providing sales literature, and engineering
computer software programs that emphasize the attributes of the Fund. Such
assistance will be predicated upon the amount of Shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.


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 change in the 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 Trust.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:

<TABLE>
<CAPTION>
       MAXIMUM               AVERAGE AGGREGATE DAILY NET
 ADMINISTRATIVE FEE         ASSETS OF THE FEDERATED FUNDS
- ---------------------    ------------------------------------
<S>                      <C>
     0.15 of 1%               on the first $250 million
     0.125 of 1%               on the next $250 million
     0.10 of 1%                on the next $250 million
     0.075 of 1%         on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.


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



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company, P.O.
Box 8604, Boston, MA 02266-8604, is transfer agent for the shares of the Fund,
and dividend disbursing agent for the Fund.





LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin,
L.L.P., 2101 L Street, N.W., Washington, D.C.


INDEPENDENT AUDITORS. The independent auditors for the Fund are Deloitte &
Touche LLP, Boston, Massachusetts.



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 each portfolio
in the Trust have equal voting rights except that in matters affecting only a
particular fund, only shares of that fund 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 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 all series of the Trust
entitled to vote.


MASSACHUSETTS PARTNERSHIP LAW


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



In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations on behalf of the Fund, the Trust is required 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 of the Fund for
any act or obligation of the Trust on behalf of the Fund. Therefore, financial
loss resulting from liability as a shareholder will occur only if the Trust
cannot meet its obligations to indemnify shareholders and pay judgments against
them from the assets of the Fund.


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

FEDERAL INCOME TAX


The Fund will pay no federal income tax because it expects to meet requirements
of the Code, as amended, 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 federal regular income tax on any dividends
received from the Fund that represent net interest on tax-exempt municipal
bonds, although tax-exempt interest will increase the taxable income of certain
recipients of social security benefits. However, under the Tax Reform Act of
1986, dividends representing net interest income earned on some municipal bonds
may be included in calculating the federal individual alternative minimum tax or
the federal alternative minimum tax for corporations.



The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, 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.


The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum 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. Information on the tax status of dividends and distributions
is provided annually.

PENNSYLVANIA TAXES

The Fund has 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 is based
on the existence of the Pennsylvania Investment Restrictions (see "Investment
Limitations"). However, legislation enacted in December, 1993, eliminates the
necessity of Pennsylvania Investment Restrictions. This legislation also
generally repeals the Pennsylvania personal income tax




exemptions for gains from the sale of tax-exempt obligations, including the
exemption 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.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from state income taxes in states
other than Pennsylvania or from personal property taxes. State laws differ on
this issue, and shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local tax laws.

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


From time to time, the Fund advertises the total return, yield, and
tax-equivalent yield for Shares.


Total return represents the change, over a specific period of time, in the value
of an investment in Shares after reinvesting all income and capital gains
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of Shares is calculated by dividing the net investment income per
Share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The tax-equivalent yield of Shares is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that Shares would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.


The performance information reflects the effect of the maximum sales load and
other similar non-recurring charges, such as the CDSC, which, if excluded, would
increase the total return, yield, and tax-equivalent yield.


From time to time, the Fund may advertise the performance of Shares using
certain financial publications and/or compare the performance of Shares to
certain indices.



PENNSYLVANIA MUNICIPAL INCOME FUND

FINANCIAL HIGHLIGHTS--INCOME SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


Reference is made to the Independent Auditors' Report on page 39.



<TABLE>
<CAPTION>
                                                                               YEAR ENDED AUGUST 31,
                                                                              -----------------------
                                                                               1994            1993*
                                                                              ------           ------
<S>                                                                           <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                          $11.68           $11.43
- ---------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------
  Net investment income                                                         0.51             0.09
- ---------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                       (0.75)            0.21
- ---------------------------------------------------------------------------   ------           ------
  Total from investment operations                                             (0.24)            0.30
- ---------------------------------------------------------------------------   ------           ------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------
  Dividends to shareholders from net investment income                         (0.51)           (0.05)
- ---------------------------------------------------------------------------
  Distributions in excess of net investment income                             (0.08)(c)           --
- ---------------------------------------------------------------------------   ------           ------
  Total Distributions                                                          (0.59)           (0.05)
- ---------------------------------------------------------------------------   ------           ------
NET ASSET VALUE, END OF PERIOD                                                $10.85           $11.68
- ---------------------------------------------------------------------------   ------           ------
TOTAL RETURN**                                                                 (2.13%)           1.20%
- ---------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------
  Expenses                                                                      1.50%            1.48%(a)
- ---------------------------------------------------------------------------
  Net investment income                                                         4.62%            6.13%(a)
- ---------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                              0.45%            0.60%(a)
- ---------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                     $8,982           $2,419
- ---------------------------------------------------------------------------
  Portfolio turnover rate                                                         17%               0%
- ---------------------------------------------------------------------------
</TABLE>



 * Reflects operations for the period from July 29, 1993 (date of initial public
  investment) to August 31, 1993.


** Based on net asset value, which does not reflect the sales load or contingent
  deferred sales charge, if applicable.

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

(c) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.

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




PENNSYLVANIA MUNICIPAL INCOME FUND

PORTFOLIO OF INVESTMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--100.4%
- -----------------------------------------------------------------------
              PENNSYLVANIA--97.2%
              ---------------------------------------------------------
$1,000,000    Allegheny County, PA, 6.00% GO Bonds (Series C39)/ (AMBAC
              Insured)/(Original Issue Yield: 6.099%), 5/1/2012              Aaa      $ 1,002,080
              ---------------------------------------------------------
   400,000    Allegheny County, PA, 6.75% GO Bonds
              (Series C36)/(Original Issue Yield: 6.80%), 12/1/2007           A           434,332
              ---------------------------------------------------------
   500,000    Allegheny County, PA, 6.75% GO Bonds
              (Series C36)/(Original Issue Yield: 6.85%), 12/1/2009           A           542,915
              ---------------------------------------------------------
 4,700,000    Allegheny County, PA, HDA, 6.00%, Revenue Bonds (Series
              1992)/(South Hills Health System)/(Original Issue Yield:
              6.40%), 5/1/2020                                                A         4,402,396
              ---------------------------------------------------------
   500,000    Allegheny County, PA, Residential Finance Authority,
              7.75% SFH Mortgage Revenue Bonds (Series K)/(GNMA
              Collateralized)/(Subject to AMT), 12/1/2022                    Aaa          516,295
              ---------------------------------------------------------
   850,000    Allegheny County, PA, Higher Education Building
              Authority, 5.80% College Revenue Bonds (Series
              1993A)/(Community College of Allegheny County), 6/1/2013        A           810,705
              ---------------------------------------------------------
 1,000,000    Allegheny County, PA, Hospital Development Authority,
              5.625% Hospital Revenue Bonds (Series 1993)/
              (Magee Women's Hospital)/(FGIC Insured)/
              (Original Issue Yield: 5.72%), 10/1/2023                       AAA          910,430
              ---------------------------------------------------------
 2,200,000    Allegheny County, PA, Hospital Development Authority,
              6.00% Refunding Revenue Bonds (Series 1992)/
              (Presbyterian University Health Centre)/(MBIA Insured)/
              (Original Issue Yield: 6.40%), 11/1/2023                       Aaa        2,137,872
              ---------------------------------------------------------
 2,300,000    Allegheny County, PA, Hospital Development Authority,
              6.25% Refunding Revenue Bonds (Series 1992)/
              (Presbyterian University Health Centre)/(MBIA Insured)/
              (Original Issue Yield: 6.60%), 11/1/2023                       Aaa        2,301,196
              ---------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$1,000,000    Allegheny County, PA, Hospital Development Authority,
              6.30% Refunding Revenue Bonds (Series 1992)/
              Health Care Development, Inc.)/(MBIA Insured)/
              (Original Issue Yield: 6.40%), 9/1/2013                        Aaa      $ 1,014,800
              ---------------------------------------------------------
 2,525,000    Allegheny County, PA, Hospital Development Authority,
              6.875% Revenue Bonds (Children's Hospital of Pittsburgh)/
              (MBIA Insured)/(Original Issue Yield: 7.06%), 7/1/2014         Aaa        2,615,799
              ---------------------------------------------------------
   775,000    Allegheny County, PA, Residential Finance Authority,
              7.40% SFH Mortgage Revenue Bonds (Series Q)/
              (GNMA Collateralized)/(Subject to AMT), 12/1/2022              Aaa          803,613
              ---------------------------------------------------------
   400,000    Allegheny County, PA, Sanitary Authority, 6.00% Sewer
              System Revenue Bonds (Series 1992)/(FGIC Insured)/
              (Original Issue Yield: 6.20%), 12/1/2012                       Aaa          400,256
              ---------------------------------------------------------
   300,000    Armstrong County, PA, Hospital Authority, 6.75% Health
              Facilities Revenue Bonds (St. Francis Health Care
              Services)/
              (AMBAC Insured)/(Original Issue Yield: 7.10%), 8/15/2012       Aaa          313,080
              ---------------------------------------------------------
   200,000    Berks County, PA, Municipal Authority, 7.40% Revenue
              Bonds (Albright College)/(CGIC Insured), 12/1/2018             Aaa          225,928
              ---------------------------------------------------------
   750,000    Butler County, PA, Hospital Authority, 7.00% Revenue
              Bonds (Series 1991A)/(North Hills Passavant
              Hospital)/(CGIC Insured), 6/1/2022                             AAA          796,193
              ---------------------------------------------------------
 1,000,000    Central Bucks School District, PA, 6.90% GO Bonds (Series
              1991), 2/1/2008                                                A1         1,063,670
              ---------------------------------------------------------
 1,000,000    Chester County, PA, 7.00% GO Bonds (Series 1991A),
              12/15/2011                                                     Aa         1,112,590
              ---------------------------------------------------------
 2,635,000    Delaware County, PA, 6.00% UT GO Bonds (Series 1992)/
              Original Issue Yield: 6.20%), 11/15/2022                       Aa         2,588,993
              ---------------------------------------------------------
</TABLE>





PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$  750,000    Derry Township School District, PA, 7.00% GO Bonds
              (Series 1991), 9/15/2009                                       A1       $   789,405
              ---------------------------------------------------------
 1,000,000    Geisinger, PA, Health System, 7.625% Revenue Bonds
              (Original Issue Yield: 7.695%), 7/1/2009                       AA         1,134,050
              ---------------------------------------------------------
   455,000    Hanover Area School District (Luzerne County), PA, 7.00%
              GO Bonds (Series 1991)/(FGIC Insured), 6/1/2008                Aaa          487,000
              ---------------------------------------------------------
   250,000    Harrisburg, PA, Water Authority 7.00% Revenue Bonds
              (FGIC Insured), 7/15/2015                                      Aaa          277,990
              ---------------------------------------------------------
   375,000    Harrisburg, PA, Water Authority, 7.00% Revenue Bonds
              (FGIC Insured), 7/15/2010                                      Aaa          416,985
              ---------------------------------------------------------
 1,000,000    Lackawanna Trail School District, (Wyoming and Lackawanna
              Counties), PA 6.90% GO Bonds (Series 1991)/(AMBAC
              Insured), 3/15/2010                                            Aaa        1,061,020
              ---------------------------------------------------------
 1,000,000    Lancaster, PA, Hospital Authority 6.50% Revenue Bonds
              (Masonic Homes)/(AMBAC Insured)/(Original Issue Yield:
              7.15%), 10/1/2020                                              Aaa        1,073,030
              ---------------------------------------------------------
 1,875,000    Lebanon County, PA 6.00% Hospital Authority Revenue Bonds
              (Good Samaritan Hospital)/(Original Issue Yield: 6.10%),
              11/15/2018                                                    BBB+        1,688,456
              ---------------------------------------------------------
 1,000,000    Lehigh-Northhampton, PA, Airport Authority, 5.60% Airport
              Revenue Bonds (Series A)/(Allentown-Bethelem-Easton
              International)/(Original Issue Yield: 5.75%)/(MBIA
              Insured)/(Subject to AMT), 1/1/2023                            AAA          898,870
              ---------------------------------------------------------
 1,000,000    Montgomery County, PA, Higher Education & Health
              Facilities Authority, 7.375% Hospital Revenue Bonds (Bryn
              Mawr Hospital), 12/1/2019                                       A         1,129,990
              ---------------------------------------------------------
 1,000,000    Norristown, PA, Area School District, 6.90% GO Bonds
              (Series 1991), 9/1/2011                                        Aa         1,106,350
              ---------------------------------------------------------
   995,000    Pennsylvania HFA, 5.45% SFM Revenue Bonds (Series 37A)/
              (Original Issue Yield: 5.46%), 10/1/2017                       AA           883,928
              ---------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$4,000,000    Pennsylvania HFA, 5.60% SFM Revenue Bonds
              (Series 1993-37B)/(Subject to AMT), 10/1/2025                  AA       $ 3,450,800
              ---------------------------------------------------------
   500,000    Pennsylvania HFA, 6.15% SFM Revenue Bonds (Series 38)
              10/1/2024                                                      AA           475,330
              ---------------------------------------------------------
 2,290,000    Pennsylvania HFA, 6.875% SFM Revenue Bonds (Series 1994-
              39B)/(Subject to AMT), 10/1/2024                               AA         2,319,907
              ---------------------------------------------------------
   750,000    Pennsylvania HFA, 6.90% SFM Revenue Bonds (Series 1991)/
              (Subject to AMT), 4/1/2017                                     Aa           772,170
              ---------------------------------------------------------
 1,000,000    Pennsylvania HFA, 7.00% SFM Revenue Bonds (Series
              1992B34),(Subject to AMT), 4/1/2024                            Aa         1,031,570
              ---------------------------------------------------------
 4,540,000    Pennsylvania HFA, 7.65% SFM Revenue Bonds (Series 28)/
              (Subject to AMT), 10/1/2023                                    Aa         4,699,581
              ---------------------------------------------------------
 2,250,000    Pennsylvania Higher Educational Assistance Agency, 6.00%
              Revenue Bonds (Thomas Jefferson University), 7/1/2019          Aa         2,204,280
              ---------------------------------------------------------
 1,000,000    Pennsylvania Higher Educational Facilities Agency, 5.50%
              Revenue Bonds (Series 1993A)/(Duquesne University)/(MBIA
              Insured)/(Original Issue Yield: 5.73%), 9/1/2020               AAA          911,370
              ---------------------------------------------------------
 1,600,000    Pennsylvania Higher Educational Facilities Agency, 6.625%
              Revenue Bonds (Trustees of the University of
              Pennsylvania)/ (Original Issue Yield: 6.75%), 1/1/2017         Aa         1,618,528
              ---------------------------------------------------------
 1,000,000    Pennsylvania Higher Educational Facilities Agency, 7.25%
              Revenue Bonds (Series 1991A)/(Allegheny General
              Hospital)/(Original Issue Yield: 7.40%), 9/1/2017              Aa         1,060,980
              ---------------------------------------------------------
   500,000    Pennsylvania Higher Educational Facilities Agency, 7.30%
              Revenue Bonds (Thomas Jefferson University and Jefferson
              Park College), 7/1/2015                                        Aa           559,705
              ---------------------------------------------------------
 1,025,000    Pennsylvania State Higher Education Assistance Agency,
              6.05% Student Loan Revenue Bonds (Series 1988D)/(AMBAC
              Insured)/(Subject to AMT), 1/1/2019                            Aaa          979,716
              ---------------------------------------------------------
</TABLE>





PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$  250,000    Pennsylvania State Higher Educational Facilities
              Authority, 6.625% Revenue Bonds (Thomas Jefferson
              University and Jefferson Park Hospital)/(Series
              1992)/(Original Issue Yield: 6.77%), 8/15/2009                 Aa       $   263,683
              ---------------------------------------------------------
   250,000    Pennsylvania State Higher Educational Facilities
              Authority, 6.625% Revenue Bonds (Trustees of the
              University of Pennsylvania), 1/1/2007                          Aa           255,068
              ---------------------------------------------------------
 1,600,000    Pennsylvania State Higher Educational Facilities
              Authority, 7.15% Revenue Bonds (Thomas Jefferson
              University and Jefferson Park Hospital)/(MBIA Insured),
              6/15/2015                                                      Aaa        1,775,136
              ---------------------------------------------------------
   500,000    Pennsylvania State Higher Educational Facilities
              Authority, 7.55% Revenue Bonds (Thomas Jefferson
              University and Jefferson Park Hospital), 11/1/2010             Aa           575,020
              ---------------------------------------------------------
   290,000    Pennsylvania State Turnpike Commission, 5.50% Revenue
              Bonds (Original Issue Yield: 6.68%), 12/1/2017                  A           261,197
              ---------------------------------------------------------
 1,250,000    Pennsylvania State University, 5.10% Refunding Bonds
              (Series 1993A)/(Original Issue Yield: 5.625%), 3/1/2018        A1         1,079,650
              ---------------------------------------------------------
   400,000    Pennsylvania State University, 5.50% Refunding Revenue
              Bonds (Series 1992A)/(Original Issue Yield: 5.90%),
              8/15/2016                                                      A1           366,640
              ---------------------------------------------------------
   650,000    Pennsylvania State University, 6.50% Revenue Bonds
              (Series 1989)/(Original Issue Yield: 7.02%), 11/15/2010        A1           677,794
              ---------------------------------------------------------
   850,000    Pennsylvania State University, 7.00% Revenue Bonds
              (Series 1991)/(Original Issue Yield: 7.172%), 7/1/2016         A1           957,015
              ---------------------------------------------------------
 1,000,000    Pennsylvania State, 6.50% UT GO Bonds (Series 1991A)/
              (Original Issue Yield: 6.60%), 11/15/2011                      A1         1,039,180
              ---------------------------------------------------------
 1,000,000    Pennsylvania Turnpike Commission, 7.50% Revenue Bonds
              (Original Issue Yield: 7.625%), 12/1/2019                       A         1,136,970
              ---------------------------------------------------------
</TABLE>





PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$1,250,000    Philadelphia, PA, Hospital and Higher Education Facility
              Authority, 5.00% Revenue Refunding Bonds (Children's
              Hospital of Philadelphia)/(Original Issue Yield: 5.774%),
              2/15/2021                                                      AA       $ 1,039,212
              ---------------------------------------------------------
 1,500,000    Philadelphia, PA, Hospital and Higher Education Facility
              Authority, 5.375% Hospital Revenue Bonds (Children's
              Hospital of Philadelphia)/(Original Issue Yield: 5.73%),
              2/15/2014                                                      AA         1,336,350
              ---------------------------------------------------------
 2,400,000    Philadelphia, PA, Hospital and Higher Education Facility
              Authority, 5.50% Hospital Revenue Bonds (Children's
              Hospital of Philadelphia)/(Original Issue Yield: 6.75%),
              2/15/2022                                                      AA         2,111,064
              ---------------------------------------------------------
 1,775,000    Philadelphia, PA Water and Waste Water, 5.50% Revenue
              Bonds (CGIC Insured)/(Original Issue Yield: 5.78%),
              6/15/2015                                                      AAA        1,632,663
              ---------------------------------------------------------
   600,000    Pittsburgh, PA, Water and Sewer Authority, 7.25%
              Refunding Bonds (FGIC Insured)/(Original Issue Yield:
              7.766%), 9/1/2014                                              Aaa          688,974
              ---------------------------------------------------------
   220,000    Sayre, PA, Health Care Facilities Authority, 7.10%
              Revenue Bonds (Guthrie Healthcare System)/(AMBAC
              Insured), 3/1/2017                                             Aaa          234,874
              ---------------------------------------------------------
 2,500,000    Scranton Lackawanna, PA, Health & Welfare Authority,
              7.60% Revenue Bonds (Allied Services Rehab Hospital),
              7/15/2020                                                      NR         2,511,150
              ---------------------------------------------------------
   900,000    Seneca Valley School District, PA, 5.50% GO Bonds (Series
              1992A)/(FGIC Insured)/(Original Issue Yield: 6.05%),
              7/1/2014                                                       Aaa          837,297
              ---------------------------------------------------------
 5,500,000    Sewickley Valley, PA, Hospital Authority, 5.75% Hospital
              Revenue Refunding Bonds (Series 1993A)/(Sewickley Valley
              Hospital)/(Original Issue Yield: 5.875%), 10/15/2016            A         4,965,455
              ---------------------------------------------------------
</TABLE>




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PENNSYLVANIA--CONTINUED
              ---------------------------------------------------------
$1,400,000    Swarthmore Borough Authority, PA, 6.00% Revenue Bonds
              (Series 1992)/(Swarthmore College)/(Original Issue Yield:
              6.35%), 9/15/2020                                              AA       $ 1,376,732
              ---------------------------------------------------------
 1,000,000    Swarthmore Borough Authority, PA, 7.375% Revenue Bonds
              (Swarthmore College), 9/15/2020                                AA         1,130,260
              ---------------------------------------------------------
 4,600,000    University of Pittsburgh, PA, 6.125% Capital Project
              Refunding Bonds (Series 1992A)/(MBIA Insured)/(Original
              Issue Yield: 6.488%), 6/1/2021                                 Aaa        4,590,432
              ---------------------------------------------------------
 1,000,000    Warren County Hospital Authority, 7.00% Hospital Revenue
              Bonds (Series 1994)/(Warren General Hospital)/(Original
              Issue Yield: 7.10%), 4/1/2019                                 BBB+          999,070
              ---------------------------------------------------------
 1,250,000    Washington County, PA, 6.00% Pooled Capital Program
              Revenue Bonds (Series 1992)/(Shadyside Hospital)/(AMBAC
              Insured)/(Original Issue Yield: 6.40%), 12/15/2018             Aaa        1,223,287
              ---------------------------------------------------------
 1,450,000    Washington County, PA, 7.45% Municipal Facilities Lease
              Revenue Bonds (Shadyside Hospital)/(AMBAC Insured),
              12/15/2018                                                     Aaa        1,661,555
              ---------------------------------------------------------
 1,300,000    West Jefferson Hills School District, PA, Allegheny
              County, 7.15% GO Bonds (Series 1991)/(FGIC Insured),
              2/1/2015                                                       Aaa        1,447,966
              ---------------------------------------------------------
 1,000,000    Westmoreland County, PA IDA, 6.00% Hospital Revenue Bonds
              (Series 1992A)/(Westmoreland Health System)/ (AMBAC
              Insured)/(Original Issue Yield: 6.42%), 7/1/2022               Aaa          974,820
              ---------------------------------------------------------               -----------
              Total                                                                    92,172,668
              ---------------------------------------------------------               -----------
</TABLE>




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                           CREDIT
                                                                           RATING:
PRINCIPAL                                                                  MOODY'S
  AMOUNT                                                                   OR S&P*       VALUE
- ----------    ---------------------------------------------------------   ---------   -----------
<C>           <S>                                                         <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -----------------------------------------------------------------------
              PUERTO RICO--3.2%
              ---------------------------------------------------------
$3,000,000    Puerto Rico Electric Power Authority, 6.375% Revenue
              Bonds
              (Series T)/(Original Issue Yield: 6.58%), 7/1/2024             A-       $ 3,031,200
              ---------------------------------------------------------               -----------
              TOTAL LONG-TERM MUNICIPAL SECURITIES
              (IDENTIFIED COST $94,426,086)                                           $95,203,868+
              ---------------------------------------------------------               -----------
</TABLE>


* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings. Current credit ratings are unaudited.

+ The cost of investments for federal tax purposes amounts to $94,426,086. The
  net unrealized appreciation on a federal tax basis amounts to $777,782, which
  is comprised of $3,271,774 appreciation and $2,493,992 depreciation at August
  31, 1994.

Note: The categories of investments are shown as a percentage of net assets
      ($94,841,550) at August 31, 1994.

The following abbreviations are used in this portfolio:


<TABLE>
<S>   <C>
AMBAC --American Municipal Bond Assurance Corporation
AMT   --Alternative Minimum Tax
CGIC  --Capital Guaranty Insurance Corporation
FGIC  --Financial Guaranty Insurance Company
GNMA  --Government National Mortgage Association
GO    --General Obligations
HDA   --Hospital Development Authority
HFA   --Housing Finance Authority/Agency
IDA   --Industrial Development Authority
MBIA  --Municipal Bond Investors Assurance
SFH   --Single Family Housing
SFM   --Single Family Mortgage
UT    --Unlimited Tax
</TABLE>



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




PENNSYLVANIA MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 1994

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


<TABLE>
<S>                                                                             <C>           <C>
ASSETS:
- ------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost; $94,426,086)                    $95,203,868
- ------------------------------------------------------------------------------------------
Cash                                                                                              799,717
- ------------------------------------------------------------------------------------------
Interest receivable                                                                             1,738,662
- ------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                    81,459
- ------------------------------------------------------------------------------------------
Deferred expenses                                                                                   6,016
- ------------------------------------------------------------------------------------------    -----------
    Total assets                                                                               97,829,722
- ------------------------------------------------------------------------------------------
LIABILITIES:
- -----------------------------------------------------------------------------
Payable for investments purchased                                               $2,506,333
- -----------------------------------------------------------------------------
Dividends payable                                                                  206,062
- -----------------------------------------------------------------------------
Payable for Fund shares redeemed                                                   195,092
- -----------------------------------------------------------------------------
Accrued expenses                                                                    80,685
- -----------------------------------------------------------------------------   ----------
    Total liabilities                                                                           2,988,172
- ------------------------------------------------------------------------------------------    -----------
NET ASSETS for 8,677,665 shares of beneficial interest outstanding                            $94,841,550
- ------------------------------------------------------------------------------------------    -----------
NET ASSETS CONSIST OF:
- ------------------------------------------------------------------------------------------
Paid-in capital                                                                               $94,579,062
- ------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                                         777,782
- ------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments                                (529,378)
- ------------------------------------------------------------------------------------------
Undistributed net investment income                                                                14,084
- ------------------------------------------------------------------------------------------    -----------
    Total                                                                                     $94,841,550
- ------------------------------------------------------------------------------------------    -----------
NET ASSET VALUE:
- ------------------------------------------------------------------------------------------
Class A Shares ($85,859,800 / 7,849,970 shares of beneficial interest outstanding)                 $10.94
- ------------------------------------------------------------------------------------------    -----------
Income Shares ($8,981,750 / 827,695 shares of beneficial interest
  outstanding)                                                                                     $10.85
- ------------------------------------------------------------------------------------------    -----------
OFFERING PRICE PER SHARE:
- ------------------------------------------------------------------------------------------
Class A Shares (100/97 of $10.94)*                                                                 $11.28
- ------------------------------------------------------------------------------------------    -----------
Income Shares                                                                                      $10.85
- ------------------------------------------------------------------------------------------    -----------
REDEMPTION PROCEEDS PER SHARE:
- ------------------------------------------------------------------------------------------
Class A Shares (99.5/100 of $10.94)**                                                              $10.89
- ------------------------------------------------------------------------------------------    -----------
Income Shares (97/100 of $10.85)**                                                                 $10.52
- ------------------------------------------------------------------------------------------    -----------
</TABLE>


 * See "What Shares Cost" in the prospectus.

** See "Redeeming Shares" in the prospectus.


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





PENNSYLVANIA MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1994

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


<TABLE>
<S>                                                               <C>         <C>           <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------
Interest income                                                                             $ 5,944,442
- ----------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------
Investment advisory fee                                                       $  394,564
- --------------------------------------------------------------------------
Administrative personnel and services                                            247,255
- --------------------------------------------------------------------------
Trustees' fees                                                                     2,556
- --------------------------------------------------------------------------
Custodian and portfolio accounting fees and expenses                              91,252
- --------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                          64,705
- --------------------------------------------------------------------------
Fund share registration costs                                                     52,972
- --------------------------------------------------------------------------
Printing and postage                                                              37,744
- --------------------------------------------------------------------------
Legal fees                                                                        15,808
- --------------------------------------------------------------------------
Auditing fees                                                                     16,828
- --------------------------------------------------------------------------
Shareholder service fees--Class A Shares                                         183,393
- --------------------------------------------------------------------------
Shareholder service fees--Income Shares                                           16,428
- --------------------------------------------------------------------------
Distribution services fee--Income Shares                                          49,274
- --------------------------------------------------------------------------
Insurance premiums                                                                 6,028
- --------------------------------------------------------------------------
Miscellaneous                                                                      5,622
- --------------------------------------------------------------------------    ----------
    Total expenses                                                             1,184,429
- --------------------------------------------------------------------------
Deduct--
- ---------------------------------------------------------------
  Waiver of investment advisory fee                               $394,564
- ---------------------------------------------------------------
  Reimbursement of other operating fees and expenses by Adviser     48,000       442,564
- ---------------------------------------------------------------   --------    ----------
    Net expenses                                                                                741,865
- ----------------------------------------------------------------------------------------    -----------
       Net investment income                                                                  5,202,577
- ----------------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)--                              (512,278)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments                          (6,424,038)
- ----------------------------------------------------------------------------------------    -----------
       Net realized and unrealized gain (loss) on investments                                (6,936,316)
- ----------------------------------------------------------------------------------------    -----------
         Change in net assets resulting from operations                                     $(1,733,739)
- ----------------------------------------------------------------------------------------    -----------
</TABLE>


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



PENNSYLVANIA MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                  YEAR ENDED AUGUST 31,
                                                                               ---------------------------
                                                                                  1994            1993
                                                                               -----------     -----------
<S>                                                                            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------
Net investment income                                                          $ 5,202,577     $ 3,587,749
- ----------------------------------------------------------------------------
Net realized gain (loss) on investment transactions ($4,200 net gain and $63
  net loss, respectively as computed for federal tax purposes)                    (512,278)            (63)
- ----------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments             (6,424,038)      4,748,657
- ----------------------------------------------------------------------------   -----------     -----------
    Change in net assets resulting from operations                              (1,733,739)      8,336,343
- ----------------------------------------------------------------------------   -----------     -----------
NET EQUALIZATION CREDITS (DEBITS)                                                   (3,542)         37,826
- ----------------------------------------------------------------------------   -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS
- ----------------------------------------------------------------------------
Dividends to shareholders from net investment income:
  Class A Shares                                                                (3,799,070)     (3,121,962)
- ----------------------------------------------------------------------------
  Trust Shares                                                                  (1,017,184)       (490,234)
- ----------------------------------------------------------------------------
  Income Shares                                                                   (322,340)         (1,788)
- ----------------------------------------------------------------------------
Distributions in excess of net investment income:
  Class A Shares                                                                        --              --
- ----------------------------------------------------------------------------
  Trust Shares                                                                          --              --
- ----------------------------------------------------------------------------
  Income Shares                                                                    (33,585)             --
- ----------------------------------------------------------------------------   -----------     -----------
    Change in net assets resulting from distributions to shareholders           (5,172,179)     (3,613,984)
- ----------------------------------------------------------------------------   -----------     -----------
FUND SHARE (PRINCIPAL) TRANSACTIONS
(EXCLUSIVE OF AMOUNTS ALLOCATED TO NET INVESTMENT INCOME)
- ----------------------------------------------------------------------------
Proceeds from sale of shares                                                    45,919,717      38,303,074
- ----------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                            2,723,609       2,177,736
- ----------------------------------------------------------------------------
Cost of shares redeemed                                                        (34,783,265)     (9,392,767)
- ----------------------------------------------------------------------------   -----------     -----------
    Change in net assets resulting from Fund share transactions                 13,860,061      31,088,043
- ----------------------------------------------------------------------------   -----------     -----------
         Change in net assets                                                    6,950,601      35,848,228
- ----------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------
Beginning of period                                                             87,890,949      52,042,721
- ----------------------------------------------------------------------------   -----------     -----------
End of period (including undistributed net investment income of $14,084 and
  $0, respectively                                                             $94,841,550     $87,890,949
- ----------------------------------------------------------------------------   -----------     -----------
</TABLE>



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





PENNSYLVANIA MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 1994

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

(1) ORGANIZATION


Municipal Securities Income Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as an open-end
management investment company. The Trust consists of ten, non-diversified
portfolios. The financial statements included herein present only those of
Pennsylvania Municipal Income Fund (the "Fund"). The financial statements of the
other portfolios are presented separately. The assets of each portfolio are
segregated and a shareholder's interest is limited to the portfolio in which
shares are held.



Effective October 17, 1994, the Fund will provide one class of shares "Class A
Shares." During the fiscal year ended October 31, 1994, the Fund provided three
classes of shares ("Investment Shares", "Income Shares", and "Trust Shares").
Effective May 31, 1994, the "Investment Shares" class of shares changed its name
to "Class A Shares". As of August 26, 1994, the "Trust Shares" class of shares
were no longer offered. As of October 17, 1994, the "Income Shares" class of
shares were no longer offered.


(2) SIGNIFICANT ACCOUNTING POLICIES


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



<TABLE>
<S>  <C>
A.   INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing service
     taking into consideration yield, liquidity, risk, credit, quality, coupon, maturity, type
     of issue, and any other factors or market data it deems relevant in determining
     valuations for normal institutional size trading units of debt securities. The
     independent pricing service does not rely exclusively on quoted prices. Short-term
     securities with remaining maturities of sixty days or less may be stated at amortized
     cost, which approximates value.
B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses are accrued
     daily. Bond premium and discount, if applicable, are amortized as required by the
     Internal Revenue Code, as amended (the "Code"). Distributions to shareholders are
     recorded on the ex-dividend date. Distributions are determined in accordance with income
     tax regulations which may differ from generally accepted accounting principles. The
     excess distributions are the result of the capitalization of the 12b-1 fees for federal
     income tax purposes and the recognition of distributions for book and tax purposes. These
     excess distributions do not represent a return of capital for federal income tax
     purposes.
C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the Code
     applicable to regulated investment companies and to distribute to shareholders each year
     all of its tax-exempt income. Accordingly, no provisions for federal tax are necessary.
     At August 31, 1994, the Fund, for federal tax purposes, had a capital loss carryforward
     of $12,900, which will reduce the Fund's
</TABLE>




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<S>  <C>
     taxable income arising from future net realized gain on investments, if any, to the
     extent permitted by the Code, and thus will reduce the amount of the distributions to
     shareholders which would otherwise be necessary to relieve the Fund of any liability for
     federal tax. Pursuant to the Code, such capital loss carryforward will expire in 2000
     ($12,837) and 2001 ($63). Additionally, net capital losses of $516,479 attributable to
     security transactions incurred after October 31, 1993 are treated as arising on September
     1, 1994, the first day of the Fund's next taxable year.
D.   EQUALIZATION--The Fund follows the accounting practice known as equalization by which a
     portion of the proceeds from sales and costs of redemptions of capital stock equivalent,
     on a per share basis, to the amount of undistributed net investment income on the date of
     the transaction is credited or charged to undistributed net investment income. As a
     result, undistributed net investment income per share is unaffected by sales or
     redemptions of capital stock.
E.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in when-issued or
     delayed delivery transactions. The Fund records when-issued securities on the trade date
     and maintains security positions such that sufficient liquid assets will be available to
     make payment for the securities purchased. Securities purchased on a when-issued or
     delayed delivery basis are marked to market daily and begin earning interest on the
     settlement date.
F.   CONCENTRATION OF RISK--Since the Fund invests a substantial portion of its assets in
     issuers located in one state, it will be more susceptible to factors adversely affecting
     issuers of that state than would be a comparable general tax-exempt mutual fund. In order
     to reduce the credit risk associated with such factors, at August 31, 1994, 35.9% of the
     securities in the portfolio of investments are backed by letters of credit or bond
     insurance of various financial institutions and financial guaranty assurance agencies.
     The value of investments insured by or supported (backed) by a letter of credit for any
     one institution or agency did not exceed 17.1% of total investments.
G.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration of its
     shares in its first fiscal year, excluding the initial expense of registering its shares,
     have been deferred and are being amortized using the straight-line method not to exceed a
     period of five years from the Fund's commencement date.
H.   OTHER--Investment transactions are accounted for on the trade date.
</TABLE>





PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


(3) SHARES OF BENEFICIAL INTEREST



The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:



<TABLE>
<CAPTION>
                                                            YEAR ENDED AUGUST 31,
                                           --------------------------------------------------------
                                                      1994                           1993
                                           --------------------------      ------------------------
              TRUST SHARES                   SHARES        DOLLARS          SHARES       DOLLARS
- ----------------------------------------   ----------    ------------      --------    ------------
<S>                                        <C>           <C>               <C>         <C>
Shares sold                                   967,106    $ 11,190,303      1,442,058   $ 16,212,265
- ----------------------------------------
Shares issued to shareholders in payment
of dividends declared                          18,160         205,161         6,460          73,298
- ----------------------------------------
Shares redeemed                            (2,314,190)    (25,466,927)     (465,681)     (5,204,454)
- ----------------------------------------   ----------    ------------      --------    ------------
  Net change resulting from Trust Share
  transactions                             (1,328,924)   ($14,071,463)      982,837    $ 11,081,109
- ----------------------------------------   ----------    ------------      --------    ------------
</TABLE>



<TABLE>
<CAPTION>
                                                             YEAR ENDED AUGUST 31,
                                             ------------------------------------------------------
                                                       1994                          1993
                                             ------------------------      ------------------------
              CLASS A SHARES                  SHARES        DOLLARS         SHARES        DOLLARS
- ------------------------------------------   ---------    -----------      ---------    -----------
<S>                                          <C>          <C>              <C>          <C>
Shares sold                                  2,480,778    $27,675,360      1,755,124    $19,686,371
- ------------------------------------------
Shares issued to shareholders in payment
  of dividends declared                        211,676      2,388,967        187,851      2,102,669
- ------------------------------------------
Shares redeemed                               (829,711)    (9,244,692)      (371,875)    (4,188,313)
- ------------------------------------------   ---------    -----------      ---------    -----------
  Net change resulting from Class A Share
  transactions                               1,862,743    $20,819,635      1,571,100    $17,600,727
- ------------------------------------------   ---------    -----------      ---------    -----------
</TABLE>



<TABLE>
<CAPTION>
                                                             YEAR ENDED AUGUST 31,
                                             ------------------------------------------------------
                                                       1994                         1993*
                                             ------------------------      ------------------------
              INCOME SHARES                   SHARES        DOLLARS         SHARES        DOLLARS
- ------------------------------------------   ---------    -----------      ---------    -----------
<S>                                          <C>          <C>              <C>          <C>
Shares sold                                    615,174    $ 7,054,054        206,977    $ 2,404,438
- ------------------------------------------
Shares issued to shareholders in payment
  of dividends declared                         11,755        129,481            152          1,769
- ------------------------------------------
Shares redeemed                                 (6,383)       (71,646)            --             --
- ------------------------------------------   ---------    -----------      ---------    -----------
  Net change resulting from Income Share
  transactions                                 620,546      7,111,889        207,129    $ 2,406,207
- ------------------------------------------   ---------    -----------      ---------    -----------
  Net change resulting from Fund Share
  transactions                               1,154,365    $13,860,061      2,761,066    $31,088,043
- ------------------------------------------   ---------    -----------      ---------    -----------
</TABLE>



* For the period from July 29, 1993 (date of initial public investment) to
August 31, 1993.





PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES



ADVISORY FEE--Federated Advisers, the Fund's investment adviser (the "Adviser"),
receives for its services an annual investment advisory fee equal to .40 of 1%
of the Fund's average daily net assets. The Adviser may voluntarily choose to
waive a portion of its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.



ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with administrative personnel and services. Prior to March 1, 1994, these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by subsidiaries of Federated Investors for the period. The administrative fee
received during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per each additional class of shares.



DISTRIBUTION AND SHAREHOLDER SERVICES FEE--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Act. The Fund paid Federated
Securities Corp. ("FSC"), the principal distributor, up to .40 of 1% of the
average daily net assets of the Class A Shares (formerly Investment Shares) for
the period from September 1, 1992 to July 28, 1993; thereafter, no fee was
charged. The fee for Income Shares is equal to .75 of 1% of the average daily
net assets.



Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets of
the Class A Shares and Income Shares of the Fund for the period. This fee is to
obtain certain personal services for shareholders and the maintenance of
shareholder accounts.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.



ORGANIZATIONAL EXPENSES--Organizational expenses of $28,449 and start-up
administrative services expenses of $100,330 were borne initially by the
Adviser. The Fund has agreed to reimburse the Adviser for the organizational
expenses and start-up administrative expenses during the five year period
following October 1, 1990 (date the Fund first became effective). For the year
ended August 31, 1994, the Fund paid $4,882 and $9,763, respectively, pursuant
to this agreement.



INTERFUND TRANSACTIONS--During the year ended August 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated Funds at current value
on the date of the transaction pursuant to Rule 17a-7 under the Act amounting to
$25,300,000 and $28,068,969, respectively.



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




PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


(5) INVESTMENT TRANSACTIONS


Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended August 31, 1994, were as follows:

<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $34,329,290
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $16,494,338
- -------------------------------------------------------------------------------   -----------
</TABLE>



INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Board of Trustees of MUNICIPAL SECURITIES INCOME TRUST
and Shareholders of PENNSYLVANIA MUNICIPAL INCOME FUND:


We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Pennsylvania Municipal Income Fund (a portfolio
of Municipal Securities Income Trust) as of August 31, 1994, the related
statement of operations for the year then ended, the statement of changes in net
assets for the years ended August 31, 1994 and 1993, and the financial
highlights (see pages 2 and 22 of the prospectus) for each of the years in the
four-year period ended August 31, 1994. These financial statements and the
financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1994 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Pennsylvania
Municipal Income Fund as of August 31, 1994, the results of its operations, the
changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
October 7, 1994




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


<TABLE>
<S>             <C>                                          <C>
Fund
                Pennsylvania Municipal Income Fund           Federated Investors Tower
                Class A Shares                               Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Advisers                           Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8604
                Trust Company                                Boston, Massachusetts 02266-8604
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Houston, Houston & Donnelly                  2510 Centre City Tower
                                                             Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Dickstein, Shapiro & Morin, L.L.P.           2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Deloitte & Touche LLP                        125 Summer Street
                                                             Boston, Massachusetts 02110-1617
- ------------------------------------------------------------------------------------------------
</TABLE>





                                      PENNSYLVANIA MUNICIPAL
                                      INCOME FUND
                                      CLASS A SHARES
                                      PROSPECTUS



                                      A Non-Diversified Portfolio of
                                      Municipal Securities Income Trust
                                      an Open-End, Management


                                      Investment Company



                                      October 31, 1994



      FEDERATED SECURITIES CORP.



(LOGO)


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



      Distributor



      A subsidiary of FEDERATED INVESTORS



      FEDERATED INVESTORS TOWER



      PITTSBURGH, PA 15222-3779



      625922505

      0090701A-A (10/94)



                       PENNSYLVANIA MUNICIPAL INCOME FUND

                                 CLASS A SHARES


               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)

                      STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information should be read with the prospectus for
Class A Shares of Pennsylvania Municipal Income Fund (the "Fund") dated October
31, 1994. This Statement is not a prospectus itself. To receive a copy of the
prospectus, write or call the Fund.



FEDERATED INVESTORS TOWER

PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated October 31, 1994


      FEDERATED SECURITIES CORP.

(LOGO)
- ---------------------------------------------

      Distributor


      A subsidiary of FEDERATED INVESTORS



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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ----------------------------------------------------------------

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

  Acceptable Investments                                                       1

  When-Issued and Delayed
     Delivery Transactions                                                     2

  Temporary Investments                                                        2

  Portfolio Turnover                                                           3


  Investment Limitations                                                       3


  Pennsylvania Investment Risks                                                4


MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT                                   5
- ----------------------------------------------------------------

  Officers and Trustees                                                        5

  Fund Ownership                                                               7


  The Funds                                                                    7


  Trustee Liability                                                            7



INVESTMENT ADVISORY SERVICES                                                   7

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


  Adviser to the Fund                                                          7


  Advisory Fees                                                                8



ADMINISTRATIVE SERVICES                                                        8

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


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT                                   8

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


BROKERAGE TRANSACTIONS                                                         8

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


PURCHASING SHARES                                                              9

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


  Distribution and Shareholder Services Plans                                  9


  Purchases by Sales Representatives,
     Fund Trustees, and Employees                                              9



DETERMINING NET ASSET VALUE                                                    9

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


  Valuing Municipal Bonds                                                      9


  Use of Amortized Cost                                                        9


REDEEMING SHARES                                                              10
- ----------------------------------------------------------------


  Redemption in Kind                                                          10



TAX STATUS                                                                    10

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


  The Fund's Tax Status                                                       10


  Shareholders' Tax Status                                                    10



TOTAL RETURN                                                                  10

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


YIELD                                                                         11

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


TAX-EQUIVALENT YIELD                                                          11

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


  Tax-Equivalency Table                                                       11



PERFORMANCE COMPARISONS                                                       12

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


APPENDIX                                                                      13

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


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------


The Fund is a portfolio in Municipal Securities Income Trust (the "Trust"). On
September 16, 1992 (effective date October 31, 1992) the Board of Trustees
("Trustees") approved changing the name of the Trust from Federated Municipal
Income Trust to Municipal Securities Income Trust. The Trust was established as
a Massachusetts business trust under a Declaration of Trust dated August 6,
1990.


Shares of the Fund are presently offered in one class known as Class A Shares
("Shares"). As of August 31, 1994, Income Shares and Trust Shares are no longer
offered. This statement of additional information relates only to Class A Shares
of the Fund.

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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and the personal income taxes imposed by the
Commonwealth of Pennsylvania. The investment objective cannot be changed without
approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a portfolio of municipal securities which are
exempt from federal regular income tax and Pennsylvania state and local tax
("Pennsylvania Municipal Securities"). These securities include those issued by
or on behalf of the Commonwealth of Pennsylvania and Pennsylvania
municipalities, and those issued by states, territories and possessions of the
United States which are exempt from federal regular income tax and the personal
income taxes imposed by the Commonwealth of Pennsylvania and Pennsylvania
municipalities.

    CHARACTERISTICS


       The Pennsylvania Municipal Securities in which the Fund invests have the
       characteristics set forth in the prospectus.



       If a rated bond loses its rating or has its rating reduced after the Fund
       has purchased it, the Fund is not required to drop the bond from the
       portfolio, but will consider doing so. If ratings made by Moody's
       Investors Service, Inc., Standard & Poor's Ratings Group or Fitch's
       Investors Service, Inc. change because of changes in those organizations
       or in their rating systems, the Fund will try to use comparable ratings
       as standards in accordance with the investment policies described in the
       Fund's prospectus.


    TYPES OF ACCEPTABLE INVESTMENTS

       Examples of Pennsylvania Municipal Securities are:

       - municipal notes and municipal commercial paper;

       - serial bonds sold with differing maturity dates;

       - tax anticipation notes sold to finance working capital needs of
       municipalities;

       - bond anticipation notes sold prior to the issuance of longer-term
       bonds;

       - pre-refunded municipal bonds; and

       - general obligation bonds secured by a municipality pledge of taxation.

    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).

    VARIABLE RATE MUNICIPAL SECURITIES

       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations. Many municipal securities
       with variable interest rates purchased by the Fund are subject to
       repayment of principal (usually within seven days) on the Fund's demand.
       The terms of these variable rate demand instruments require payment of
       principal and accrued interest from the issuer of the municipal
       obligations, the issuer of the participation interests, or a guarantor of
       either issuer.

    MUNICIPAL LEASES

       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited by municipal charter or
       the nature of the appropriation for the lease. In particular, lease
       obligations may be




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

       subject to periodic appropriation. If the entity does not appropriate
       funds for future lease payments, the entity cannot be compelled to make
       such payments. Furthermore, a lease may provide that the certificate
       trustee cannot accelerate lease obligations upon default. The trustee
       would only be able to enforce lease payments as they became due. In the
       event of default or failure of appropriation, it is unlikely that the
       trustee 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 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");



       - 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. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the 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.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       To the extent that the original seller does not repurchase the securities
       from the Fund, the Fund could receive less than the repurchase price on
       any sale of such securities. In the event that such 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
       investment adviser to be creditworthy pursuant to guidelines established
       by the Trustees.

       From time to time, such as when suitable Pennsylvania municipal bonds are
       not available, the Fund may invest a portion of its assets in cash. Any
       portion of the Fund's assets maintained in cash will reduce the amount of
       assets in Pennsylvania municipal bonds and thereby reduce the Fund's
       yield.

    REVERSE REPURCHASE AGREEMENTS

       The Fund may also enter into reverse repurchase agreements. This
       transaction is similar to borrowing cash. In a reverse repurchase
       agreement the Fund transfers possession of a portfolio instrument to
       another person, such as a financial institution, broker, or dealer in
       return for a percentage of the instrument's market value in cash and
       agrees that on a stipulated date in the future the Fund will repurchase
       the portfolio instrument by remitting the original consideration plus
       interest at an agreed upon rate. The use of reverse repurchase agreements
       may enable the Fund to avoid selling portfolio instruments at a time when
       a sale may be deemed to be disadvantageous, but the ability to enter into
       reverse repurchase agreements does not ensure that the Fund will be able
       to avoid selling portfolio instruments at a disadvantageous time. When
       effecting reverse repurchase agreements, liquid assets of the Fund, in a
       dollar amount sufficient to make payment for the obligations to be




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

       purchased, are segregated at the trade date. These securities are marked
       to market daily and maintained until the transaction is settled.

PORTFOLIO TURNOVER


The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual rate of portfolio turnover
exceeding 100%. For the fiscal years ended August 31, 1994 and 1993, the
portfolio turnover rates were 17% and 0%, respectively.


INVESTMENT LIMITATIONS

    SELLING SHORT AND BUYING ON MARGIN

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

    ISSUING SENIOR SECURITIES AND BORROWING MONEY

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


       The Fund will not borrow money or engage in reverse repurchase agreements
       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. During the period any reverse
       repurchase agreements are outstanding, but only to the extent necessary
       to assure completion of the reverse repurchase agreements, the Fund will
       restrict the purchase of portfolio instruments to money market
       instruments maturing on or before the expiration date of the reverse
       repurchase agreements.


    PLEDGING ASSETS

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

    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.

    INVESTING IN REAL ESTATE


       The Fund will not buy or sell real estate although it may invest in
       municipal bonds secured by real estate or interests in real estate.


    INVESTING IN COMMODITIES

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

    INVESTING IN RESTRICTED SECURITIES

       The Fund will not invest more than 10% of the value of its assets in
       securities subject to restrictions on resale under the Securities Act of
       1933.

    LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except that it may acquire
       publicly or non-publicly issued municipal bonds or temporary investments
       or enter into repurchase agreements in accordance with its investment
       objective, policies, and limitations or its Declaration of Trust.

    DEALING IN PUTS AND CALLS

       The Fund will not buy or sell puts, calls, straddles, spreads, or any
       combination of these.

    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 would be invested 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, i.e., repurchase agreements.

The above investment limitations cannot be changed without shareholder approval.
The following 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 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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
    THE TRUST

       The Fund will not purchase or retain the securities of any issuer if the
       Officers and Trustees of the Trust or its investment adviser owning
       individually more than 1/2 of 1% of the issuer's securities together own
       more than 5% of the issuer's securities.

    INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of its net assets in illiquid
       obligations, including repurchase agreements providing for settlement in
       more than seven days after notice, and certain restricted securities.

    INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the principal and interest are the
       responsibility of companies (or guarantors, where applicable) with less
       than three years of continuous operations, including the operation of any
       predecessor.

    INVESTING IN MINERALS

       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, although it may invest in
       the securities of issuers which invest in or sponsor such programs.


Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction. The 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 in the current fiscal year.


In order to comply with certain state restrictions, the Fund will not invest in
real estate limited partnerships or oil, gas or other mineral leases.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits 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."

PENNSYLVANIA INVESTMENT RISKS

Yields on Pennsylvania Municipal Securities depend on a variety of factors,
including: the general conditions of the municipal bond market; the size of the
particular offering; the maturity of the obligations; and the rating of the
issue. Further, any adverse economic conditions or developments affecting the
Commonwealth of Pennsylvania or its county and local governments could impact
the Fund's portfolio. The Fund's concentration in securities issued by the
Commonwealth of Pennsylvania and its political subdivisions provides a greater
level of risk than a fund which is diversified across numerous states and
municipal entities. Pennsylvania's dependence on manufacturing and mining leaves
it vulnerable to both the business cycle and long-term national economic trends.
The ability of the Commonwealth or its municipalities to meet their obligations
will depend on the availability of tax and other revenues; economic, political
and demographic conditions within Pennsylvania; and their underlying fiscal
condition.

Concerning the constitutional provisions pertaining to debt, the Commonwealth
may issue tax anticipation notes for its General Fund and/or Motor License Fund.
However, the aggregate amount of newly issued and outstanding tax anticipation
notes is limited to a maximum of 20% of the estimated revenues of the
appropriate fund for the fiscal year in which the notes are issued. The notes
must mature within the fiscal year of issuance. The Commonwealth of Pennsylvania
may also issue bond anticipation notes with a term not to exceed three years.
The bond anticipation notes are subject to applicable statutory limitations
pertaining to the issuance of bonds. The ability of the Fund to achieve its
investment objective depends on the continuing ability of the issuers of
Pennsylvania Municipal Securities and participation interests, or the guarantors
of either, to meet their obligations for the payment of interest and principal
when due. Investing in Pennsylvania Municipal Securities which meet the Fund's
quality standards may not be possible if the Commonwealth of Pennsylvania and
its municipalities do not maintain their current credit rating.




MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES


Officers and Trustees are listed with their address, present positions with
Municipal Securities Income Trust, and principal occupations.

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


John F. Donahue+*

Federated Investors Tower
Pittsburgh, PA

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 and Trustee of the Trust.
- --------------------------------------------------------------------------------

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

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

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.
- --------------------------------------------------------------------------------


J. Christopher Donahue*

Federated Investors Tower
Pittsburgh, PA

Vice President and Trustee

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.
- --------------------------------------------------------------------------------

James E. Dowd
571 Hayward Mill Road
Concord, MA

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

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.
- --------------------------------------------------------------------------------




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


Edward L. Flaherty, Jr.+

5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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

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
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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.
- --------------------------------------------------------------------------------

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

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

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

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

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

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 Trustees between meetings of the
  Board.


FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding Shares.


As of September 28, 1994, the following shareholder of record owned 5% or more
of the outstanding Class A Shares of the Fund: Merrill Lynch, Pierce, Fenner &
Smith, Jacksonville, Florida owned approximately 872,760 shares (11.36%); Selma
Wiener Berkman, Pittsburgh, Pennsylvania, owned approximately 504,410 Shares
(6.56%).


THE FUNDS


"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
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; The Medalist Funds: Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust; New
York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters
Funds; Portage 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; and World Investment Series, Inc.


TRUSTEE LIABILITY

The Trust's 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
- --------------------------------------------------------------------------------

ADVISER TO THE FUND


The Fund's investment adviser is Federated Advisers (the "Adviser"). 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 Advisers receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended August
31, 1994, 1993, and 1992, the Fund's adviser earned $394,564, $267,549, and
$182,192, respectively, all of which were 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 2.5% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1.5% per year
       of the remaining average net assets, the adviser will reimburse the Trust
       for its expenses over the limitation.



       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.


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

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


Federated Administrative Services, 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 August 31, 1994, the Administrators collectively earned
$247,255, none of which was waived. For the fiscal years ended August 31, 1993
and 1992, Federated Administrative Services, Inc. earned $280,332 and $192,686,
respectively. Dr. Henry J. Gailliot, an officer of Federated Advisers, the
Adviser to the Fund, holds approximately 20% of the outstanding common stock and
serves as a director of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------


Federated Services Company, serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type, and number of accounts
and transactions made by shareholders.


Federated Services Company also maintains the Fund's accounting records. The fee
based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

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 that are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees. The Adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
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.


The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.



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


Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising the Funds and other accounts. To
the extent that receipt of these services may supplant services for which the
Adviser or its affiliates might otherwise have paid, it would tend to reduce
their expenses.


PURCHASING SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the respective prospectuses,
Shares are sold at their net asset value plus a sales load on days the New York
Stock Exchange is open for business. The procedure for purchasing Shares is
explained in the prospectus under "Investing in Class A Shares."


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS


These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders 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 Trustees expect 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 years ended August 31, 1994, 1993, and 1992, payments in the
amount of $49,274, $208,401 and $110,465, respectively, were made pursuant to
the Distribution Plan. In addition, for the fiscal year ended August 31, 1994,
payments in the amount of $199,821 were made pursuant to the Shareholder
Services Plan.


PURCHASES BY SALES REPRESENTATIVES, FUND TRUSTEES, AND EMPLOYEES

Trustees, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy Shares at net asset value without a sales load.
Shares may also be sold without a sales load to trusts or pension or
profit-sharing plans for these persons. These sales are made with the
purchaser's written assurance that the purchase is for investment purposes and
that the securities will not be resold except through redemption by the Fund.

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

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.


VALUING MUNICIPAL BONDS


The Trustees use an independent pricing service to determine the market value of
municipal bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it considers relevant in determining valuations for
normal institutional size trading units of debt securities, and does not rely
exclusively on quoted prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where




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

necessary to assure that the Fund's portfolio instruments are valued at their
fair value as determined in good faith by the Trustees.

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

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures and contingent deferred
sales charges are explained in the prospectus under "Redeeming Class A Shares."
Although the Fund does not charge for telephone redemptions, it reserves the
right to charge a fee for the cost of wire-transferred redemptions of less than
$5,000.

REDEMPTION IN KIND

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

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable.

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

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

THE FUND'S TAX STATUS


The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, 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.

SHAREHOLDERS' TAX STATUS

    CAPITAL GAINS

       Capital gains or losses may be realized by the Fund on the sale of
       portfolio securities and as a result of discounts from par value on
       securities held to maturity. Sales would generally be made because of:
       - the availability of higher relative yields;
       - differentials in market values;
       - new investment opportunities;
       - changes in creditworthiness of an issuer; or
       - an attempt to preserve gains or limit losses.


Distributions of long-term capital gains are taxed as such, whether they are
taken in cash or reinvested, and regardless of the length of time the
shareholder has owned the shares. Any loss by a shareholder on Fund shares held
for less than six months and sold after a capital gains distribution will be
treated as a long-term capital loss to the extent of the capital gains
distribution.


TOTAL RETURN
- --------------------------------------------------------------------------------


The Fund's average annual total return for Class A Shares for the fiscal year
ended August 31, 1994, and for the period from October 11, 1990 (date of initial
public investment) to August 31, 1994, were (4.29%) and 7.53%, respectively. The
Fund's average annual total return for Income Shares for the fiscal year ended
August 31, 1994 and for the period from July 29, 1993 (date of initial public
investment) to August 31, 1994, were (5.11%) and (2.63%), respectively. The
average annual total return for Class A Shares of the Fund 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 offering price per share at the end of the period. The
number of shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, less any applicable sales
load, adjusted over the period by any additional



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

shares, assuming a monthly reinvestment of all dividends and distributions. Any
applicable contingent deferred sales charge is deducted from the ending value of
the investment based on the lesser of the original purchase price or the
offering price of shares redeemed.


YIELD

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


The Fund's yield for Class A Shares for the thirty-day period ended August 31,
1994 was 5.16%. The Fund's yield for Income Shares for the thirty-day period
ended August 31, 1994 was 4.57%.



The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share of the
respective class on the last day of the period. This value is then annualized
using semi-annual compounding. This means that the amount of income generated
during the thirty-day period is assumed to be generated each month over a
twelve-month period and is reinvested every six months. The yield does not
necessarily reflect income actually earned by the Fund because of certain
adjustments required by the Securities and Exchange Commission and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.


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

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------


The Fund's tax-equivalent yield for Class A Shares for the thirty-day period
ended August 31, 1994 was 7.46%. The Fund's tax equivalent yield for Income
Shares for the thirty-day period ended August 31, 1994 was 6.60%.



The tax-equivalent yield for Shares of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that any class would have
had to earn to equal its actual yield, assuming a 28% tax rate and assuming that
income is 100% tax-exempt.



TAX-EQUIVALENCY TABLE


The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax* and is free
from the income taxes imposed by the State of Pennsylvania. As the table below
indicates, a "tax-free" investment is an attractive choice for investors,
particularly in times of narrow spreads between "tax-free" and taxable yields.


<TABLE>
<S>                 <C>           <C>                <C>                 <C>                  <C>
                                    TAXABLE YIELD EQUIVALENT FOR 1994**
                                           STATE OF PENNSYLVANIA
- ------------------------------------------------------------------------------------------------------------
                                         COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                      17.80%          30.80%              33.80%              38.80%              42.40%
- ------------------------------------------------------------------------------------------------------------
JOINT RETURN:       $1-38,000     $38,001-91,850     $91,851-140,000     $140,001-250,000     OVER $250,000
SINGLE RETURN:      $1-22,750     $22,751-55,100     $55,101-115,000     $115,001-250,000     OVER $250,000
- ------------------------------------------------------------------------------------------------------------
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%
</TABLE>


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.



** 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.





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


The performance of Shares depends upon such variables as:



- - portfolio quality;


- - average portfolio maturity;

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

- - changes in interest rates and market value of portfolio securities;

- - changes in the Fund's class expenses; and

- - various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described below.

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:


- - LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance benchmark for
 the long-term, investment grade, revenue bond market. Returns and attributes
 for the index are calculated semi-monthly.


- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
 making comparative calculations using total return. Total return assumes the
 reinvestment of all capital gains distributions and income dividends and takes
 into account any change in offering price over a specific period of time. From
 time to time, the Fund will quote its Lipper ranking in the "general municipal
 bond funds" category in advertising and sales literature.


- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according to their risk-adjusted
 returns. The maximum rating is five stars, and ratings are effective for two
 weeks.



Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in the Fund based on
monthly reinvestment of dividends over a specific period of time.



Advertisements may quote performance information which does not reflect the
effect of the sales load.





APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP("S&P") MUNICIPAL BOND RATINGS

AAA--Debt rated "AAA" has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.


PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.


MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") MUNICIPAL BOND RATINGS

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH") LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of very high quality. The
obligor has an exceptionally strong ability to pay interest and repay principal,
which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

NR--NR indicates that Fitch does not rate the specific issue.

PLUS (+) OR MINUS (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.



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

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS


SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.


SP-2--Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC. SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or demonstrated
broad based access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATINGS

F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.

STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS


A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.


A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for issues
designated A-1.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.


                                                                       625922505

                                                                0090701B (10/94)




OHIO MUNICIPAL INCOME FUND



(A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)


FORTRESS SHARES


PROSPECTUS


The Fortress Shares, formerly the Investment Shares, of Ohio Municipal Income
Fund (the "Fund") offered by this prospectus represent interests in a
non-diversified portfolio of securities which is one of a series of investment
portfolios in Municipal Securities Income Trust (the "Trust"), an open-end
management investment company (a mutual fund). The investment objective of the
Fund is to provide current income exempt from federal regular income tax and the
personal income taxes imposed by the state of Ohio and Ohio municipalities. The
Fund invests primarily in a portfolio of Ohio municipal securities.


THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.


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

The Fund has also filed a Statement of Additional Information for Fortress
Shares dated October 31, 1994, with the Securities and Exchange Commission. The
information contained in the Statement of Additional Information is incorporated
by reference in this prospectus. You may request a copy of the Statement of
Additional Information free of charge by calling 1-800-235-4669. To obtain other
information, or to make inquiries about the Fund, contact your financial
institution.

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 October 31, 1994




TABLE OF CONTENTS

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


SUMMARY OF FUND EXPENSES                                                       1

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


FINANCIAL HIGHLIGHTS                                                           2

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


GENERAL INFORMATION                                                            3

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


FORTRESS INVESTMENT PROGRAM                                                    3

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


INVESTMENT INFORMATION                                                         4

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


  Investment Objective                                                         4


  Investment Policies                                                          4


  Ohio Municipal Securities                                                    6


  Investment Risks                                                             7


  Non-Diversification                                                          7


  Investment Limitations                                                       8



NET ASSET VALUE                                                                8

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


INVESTING IN FORTRESS SHARES                                                   8

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


  Share Purchases                                                              8


  Minimum Investment Required                                                  9


  What Shares Cost                                                             9


  Eliminating the Sales Load                                                  10


  Systematic Investment Program                                               11


  Exchange Privilege                                                          11


  Certificates and Confirmations                                              12


  Dividends and Distributions                                                 12



REDEEMING FORTRESS SHARES                                                     12

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


  Through a Financial Institution                                             13


  Directly by Mail                                                            13


  Contingent Deferred Sales Charge                                            14


  Systematic Withdrawal Program                                               15


  Accounts with Low Balances                                                  15



MUNICIPAL SECURITIES INCOME TRUST
  INFORMATION                                                                 15

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


  Management of Municipal Securities
    Income Trust                                                              15


  Distribution of Fortress Shares                                             16


  Administration of the Fund                                                  17



SHAREHOLDER INFORMATION                                                       18

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


  Voting Rights                                                               18


  Massachusetts Partnership Law                                               19



TAX INFORMATION                                                               19

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


  Federal Income Tax                                                          19


  State of Ohio Income Taxes                                                  20


  Other State and Local Taxes                                                 20



PERFORMANCE INFORMATION                                                       21

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

FINANCIAL STATEMENTS                                                          22
- ------------------------------------------------------


INDEPENDENT AUDITORS' REPORT                                                  37

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


ADDRESSES                                                      Inside Back Cover

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




SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                        <C>      <C>
                                         FORTRESS SHARES
                                SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)............................................................    1.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1)......................................    1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................     None
Exchange Fee.....................................................................................     None
                                ANNUAL FORTRESS SHARES OPERATING EXPENSES
                                 (As a percentage of average net assets)
Management Fee (after waiver)(2).................................................................    0.11%
12b-1 Fee (after waiver)(3)......................................................................    0.15%
Total Other Expenses.............................................................................    0.64%
    Shareholder Services Fee............................................................    0.25%
        Total Fortress Shares Operating Expenses(4)..............................................    0.90%
</TABLE>



(1) The contingent deferred sales charge is 1.00% of the lesser of the original
purchase price of the net asset value of shares redeemed within four years of
their purchase date. For a more complete description see "Contingent Deferred
Sales Charge."



(2) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.40%.



(3) The maximum 12b-1 fee is 0.40%



(4) The Total Fortress Shares operating expenses in the table above are based on
expenses expected during the fiscal year ended August 31, 1995. The Total
Fortress Shares operating expenses were 0.90% for the fiscal year ended August
31, 1994, and would have been 1.45% absent the voluntary waiver of the
management fee, waiver of a portion of the 12b-1 fee, and reimbursement of
certain other operating expenses.



    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF FORTRESS SHARES OF THE FUND
WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN FORTRESS SHARES" AND "MUNICIPAL
SECURITIES INCOME TRUST INFORMATION." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.



    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge permitted under the rules of the National
Association of Securities Dealers, Inc.



<TABLE>
<CAPTION>
                                EXAMPLE                                   1 year    3 years    5 years    10 years
- -----------------------------------------------------------------------   ------    -------    -------    --------
<S>                                                                       <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment assuming
  (1) 5% annual return and (2) redemption at the end of each time
  period...............................................................    $ 29       $50        $59        $120
You would pay the following expenses on the same investment, assuming
  no redemption........................................................    $ 19       $38        $59        $120
</TABLE>


    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.





OHIO MUNICIPAL INCOME FUND



FINANCIAL HIGHLIGHTS

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



Reference is made to the Independent Auditors' Report on page 37.



<TABLE>
<CAPTION>
                                                               YEAR ENDED AUGUST 31,
                                                        ------------------------------------
                                                         1994      1993      1992     1991*
                                                        ------    ------    ------    ------
<S>                                                     <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $11.65    $10.89    $10.40    $10.00
- -----------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------
  Net investment income                                   0.56      0.57      0.61      0.57
- -----------------------------------------------------
  Net realized and unrealized gain (loss) on
  investments                                            (0.64)     0.77      0.49      0.41
- -----------------------------------------------------   ------    ------    ------    ------
  Total from investment operations                       (0.08)     1.34      1.10      0.98
- -----------------------------------------------------   ------    ------    ------    ------
LESS DISTRIBUTIONS
- -----------------------------------------------------
  Dividends to shareholders from net investment
  income                                                 (0.56)    (0.57)    (0.61)    (0.57)
- -----------------------------------------------------
  Distributions in excess of net investment income        --       (0.01)(a)   --      (0.01)(a)
- -----------------------------------------------------   ------    ------    ------    ------
  Total distributions                                    (0.56)    (0.58)    (0.61)    (0.58)
- -----------------------------------------------------   ------    ------    ------    ------
NET ASSET VALUE, END OF PERIOD                          $11.01    $11.65    $10.89    $10.40
- -----------------------------------------------------   ------    ------    ------    ------
TOTAL RETURN**                                           (0.72%)  12.69%    10.91%    10.01%
- -----------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------
  Expenses                                                0.90%     0.87%     0.73%     0.28%(b)
- -----------------------------------------------------
  Net investment income                                   5.02%     5.13%     5.79%     6.35%(b)
- -----------------------------------------------------
  Expense waiver/reimbursement (c)                        0.55%     0.83%     1.35%     1.66%(b)
- -----------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------
  Net assets, end of period (000 omitted)               $81,566   $73,973   $28,924   $19,840
- -----------------------------------------------------
  Portfolio turnover rate                                   20%        0%        0%       11%
- -----------------------------------------------------
</TABLE>



 * Reflects operations for the period from October 12, 1990 (date of initial
   public investment) to August 31, 1991.



** Based on net asset value, which does not reflect the sales load or contingent
   deferred sales charge, if applicable.



(a) Distributions are determined in accordance with income tax regulations which
    may differ from generally accepted accounting principles. These
    distributions do not represent a return of capital for federal income tax
    purposes.



(b) Computed on an annualized basis.



(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended August 31, 1994, which can be obtained
free of charge.





GENERAL INFORMATION

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


The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated August 6, 1990. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest 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 Board of Trustees ("Trustees") has established one class of
shares, known as Fortress Shares ("Shares").



The Fund is designed for customers of financial institutions such as
broker/dealers, banks, fiduciaries, and investment advisers as a convenient
means of accumulating an interest in a professionally managed, non-diversified
portfolio investing primarily in Ohio municipal securities. A minimum initial
investment of $1,500 is required. Subsequent investments must be in amounts of
at least $100. The Fund is not likely to be a suitable investment for non-Ohio
taxpayers or retirement plans since Ohio municipal securities are not likely to
produce competitive after-tax yields for such persons and entities when compared
to other investments.


Except as otherwise noted in this prospectus, Shares are sold at net asset value
plus an applicable sales load and are redeemed at net asset value. However, a
contingent deferred sales charge ("CDSC") is imposed on certain Shares, other
than Shares purchased through reinvestment of dividends, which are redeemed
within four years of their purchase dates. Fund assets may be used in connection
with the distribution of Shares.

FORTRESS INVESTMENT PROGRAM
- --------------------------------------------------------------------------------

This class of shares is a member of a family of funds, collectively known as the
Fortress Investment Program. The other funds in the Program are:


     - American Leaders Fund, Inc. (Fortress Shares only), providing growth of
       capital and income through high-quality stocks;



     - California Municipal Income Fund (Fortress Shares only), providing
       current income exempt from federal regular income tax and California
       personal income taxes;



     - Fortress Adjustable Rate U.S. Government Fund, Inc., providing current
       income consistent with lower volatility of principal through a
       diversified portfolio of adjustable and floating rate mortgage securities
       which are issued or guaranteed by the U.S. government, its agencies or
       instrumentalities;



     - Fortress Bond Fund, providing current income primarily through
       high-quality corporate debt;



     - Fortress Municipal Income Fund, Inc., providing a high level of current
       income generally exempt from the federal regular income tax by investing
       primarily in a diversified portfolio of municipal bonds;



     - Fortress Utility Fund, Inc., providing high current income and moderate
       capital appreciation primarily through equity and debt securities of
       utility companies;



     - Government Income Securities, Inc., providing current income through
       long-term U.S. government securities;






     - Liberty Equity Income Fund, Inc. (Fortress Shares only), providing above
       average income and capital appreciation through income producing equity
       securities;



     - Limited Term Fund (Fortress Shares only), providing a high level of
       current income consistent with minimum fluctuation in principal value;



     - Limited Term Municipal Fund (Fortress Shares only), providing a high
       level of current income which is exempt from federal regular income tax
       consistent with the preservation of capital;



     - Money Market Management, Inc., providing current income consistent with
       stability of principal through high-quality money market instruments;



     - New York Municipal Income Fund (Fortress Shares only), providing current
       income exempt from federal regular income tax, New York personal income
       taxes, and New York municipalities income taxes; and



     - World Utility Fund, providing total return by investing primarily in
       securities issued by domestic and foreign companies in the utilities
       industry.


Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.


The Fortress Investment Program provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles, and by providing
the investment services of a proven, professional investment adviser.



INVESTMENT INFORMATION

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


INVESTMENT OBJECTIVE


The investment objective of the Fund is to provide current income exempt from
federal regular income tax and the personal income taxes imposed by the state of
Ohio and Ohio municipalities. The investment objective cannot be changed without
approval of shareholders. 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.

Interest income of the Fund that is exempt from the income taxes described above
retains its exempt status when distributed to the Fund's shareholders. Income
distributed by the Fund may not necessarily be exempt from state or municipal
taxes in states other than Ohio.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in Ohio
municipal securities. Unless indicated otherwise, the investment policies of the
Fund may be changed by the Trustees without approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.


ACCEPTABLE INVESTMENTS. The securities in which the Fund invests include:



     - obligations issued by or on behalf of the state of Ohio, its political
       subdivisions, or agencies;






     - debt obligations of any state, territory, or possession of the United
       States, including the District of Columbia, or any political subdivision
       of any of these; and



     - participation interests, as described below, in any of the above
       obligations, the interest from which is, in the opinion of bond counsel
       for the issuers or in the opinion of officers of the Fund and/or the
       investment adviser to the Fund, exempt from both federal regular income
       tax and the personal income tax imposed by the state of Ohio and Ohio
       municipalities ("Ohio municipal securities"). At least 80% of the value
       of the Fund's total assets will be invested in Ohio municipal securities.


The prices of fixed income securities fluctuate inversely to the direction of
interest rates.


     CHARACTERISTICS. The municipal securities which the Fund buys are
     investment grade bonds rated Aaa, Aa, A, or Baa by Moody's Investors
     Service, Inc. ("Moody's"), or AAA, AA, A, or BBB by Standard and Poor's
     Ratings Group ("S&P"), or Fitch Investors Service, Inc. ("Fitch"). In
     certain cases the Fund's investment adviser may choose bonds which are
     unrated if it judges the bonds to have the same characteristics as the
     investment grade bonds described above. If a bond is rated below investment
     grade according to the characteristics set forth here after the Fund has
     purchased it, the Fund is not required to drop the bond from the portfolio,
     but will consider appropriate action. Bonds rated "BBB" by S&P or Fitch or
     "Baa" by Moody's have speculative characteristics. Changes in economic or
     other circumstances are more likely to lead to weakened capacity to make
     principal and interest payments than higher rated bonds. A description of
     the rating categories is contained in the Appendix to the Statement of
     Additional Information.



     PARTICIPATION INTERESTS. The Fund may purchase participation interests from
     financial institutions such as commercial banks, savings and loan
     associations, and insurance companies. These participation interests give
     the Fund an undivided interest in Ohio municipal securities. The financial
     institutions from which the Fund purchases participation interests
     frequently provide or secure irrevocable letters of credit or guarantees to
     assure that the participation interests are of high quality. The Trustees
     of the Trust will determine that participation interests meet the
     prescribed quality standards for the Fund.



     VARIABLE RATE MUNICIPAL SECURITIES. Some of the Ohio municipal securities
     which the Fund purchases may have variable interest rates. Variable
     interest rates are ordinarily based on a published interest rate, interest
     rate index, or a similar standard, such as the 91-day U.S. Treasury bill
     rate. Many variable rate municipal securities are subject to payment of
     principal on demand by the Fund in not more than seven days. All variable
     rate municipal securities will meet the quality standards for the Fund. The
     Fund's investment adviser has been instructed by the Trust's Board of
     Trustees to monitor the pricing, quality, and liquidity of the variable
     rate municipal securities, including participation interests held by the
     Fund on the basis of published financial information and reports of the
     rating agencies and other analytical services.



     MUNICIPAL LEASES. Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities and may be considered to be illiquid. They may take the form
     of a lease, an installment purchase contract, a conditional sales contract
     or a participation certificate on any of the above. Lease obligations may
     be subject to periodic appropriation. If the entity does not appropriate
     funds for future lease payments, the





     entity cannot be compelled to make such payments. In the event of 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.


RESTRICTED SECURITIES. As a matter of fundamental policy, the Fund may invest up
to 10% of its net assets in restricted securities. Restricted securities are any
securities in which the Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to restriction upon resale under
federal securities laws. The Fund will limit investments in illiquid securities,
including certain restricted securities not determined by the Trustees to be
liquid, to 15% of its net assets.


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/less than the market value of the securities
on the settlement date.



The Fund may dispose of a commitment prior to settlement if the investment
adviser deems it appropriate to do so. In addition, the Fund may enter in
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.


TEMPORARY INVESTMENTS. The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular income tax and the
personal income taxes imposed by the state of Ohio and Ohio municipalities.
However, from time to time, when the investment adviser determines that market
conditions call for a temporary defensive posture, the Fund may invest in
short-term non-Ohio municipal tax-exempt obligations or taxable temporary
investments. These temporary investments include: notes issued by or on behalf
of municipal or corporate issuers; obligations issued or guaranteed by the U.S.
government, its agencies, or instrumentalities; other debt securities;
commercial paper; certificates of deposit of banks; and repurchase agreements
(arrangements in which the organization selling the Fund a bond or temporary
investment agrees at the time of sale to repurchase it at a mutually agreed upon
time and price).

There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those rated within
the investment grade categories described under "Acceptable
Investments--Characteristics" (if rated) or (if unrated) those which the
investment adviser judges to have the same characteristics as such investment
grade securities.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax
or personal income taxes imposed by the state of Ohio or Ohio municipalities.

OHIO MUNICIPAL SECURITIES

Ohio 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.

Ohio municipal securities include industrial development bonds issued by or on
behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. However, interest on and principal of revenue bonds 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 Ohio municipal securities depend on a variety of factors, including:
the general conditions of the municipal bond market; the size of the particular
offering; the maturity of the obligations; and the rating of the issue. Further,
any adverse economic conditions or developments affecting the state of Ohio or
its municipalities could impact the Fund's portfolio. The state of Ohio and
certain underlying municipalities face potential economic problems over the
longer term. The state economy has grown more slowly than that of the nation as
a whole, resulting in a gradual erosion of its relative economic affluence. The
causes of this relative decline are varied and complex, involving in many cases
national and international demographic and economic trends beyond the influence
of the state. The ability of the Fund to achieve its investment objective also
depends on the continuing ability of the issuers of Ohio municipal securities
and participation interests, or the guarantors of either, to meet their
obligations for the payment of interest and principal when due. Investing in
Ohio municipal securities which meet the Fund's quality standards may not be
possible if the state of Ohio or its municipalities do not maintain their
current credit ratings. In addition, certain Ohio constitutional amendments,
legislative measures, executive orders, administrative regulations, and voter
initiatives could result in adverse consequences affecting Ohio municipal
securities.


A further discussion of the risks of a portfolio which invests largely in Ohio
municipal securities is contained in the Statement of Additional Information.


NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio of securities 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.




The Fund intends to comply with Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). This undertaking requires that at the end of each
quarter of the taxable year: (a) 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 (b) 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 directly or through reverse repurchase agreements
(arrangements in which the Fund sells a portfolio instrument for a percentage of
its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 10% of the value of
those assets to secure such borrowings.

The above investment limitation cannot be changed without shareholder approval.
The following limitation, however, can be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in this limitation becomes effective.

The Fund will not invest more than 5% of its total assets in industrial
development bonds when the payment of principal and interest is the
responsibility of companies (or guarantors, where applicable) with less than
three years of continuous operations, including the operation of any
predecessor.


NET ASSET VALUE

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


The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and all other assets, less
liabilities, by the number of shares outstanding.



INVESTING IN FORTRESS SHARES

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through an investment dealer who has a sales agreement with the
distributor, Federated Securities Corp., or directly from the distributor,
Federated Securities Corp. either by mail or by wire once an account has been
established. The Fund reserves the right to reject any purchase request.

THROUGH A FINANCIAL INSTITUTION. An investor may call his financial institution
(such as a bank or an investment dealer) to place an order to purchase Shares.
Orders through a financial institution are considered received when the Fund is
notified of the purchase order. Purchase orders through a registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for Shares to be purchased at that day's price. Purchase orders through
financial institutions other than broker/dealers must be received by the
financial institution and transmitted to the Fund before 4:00 P.M. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly.



The financial institution which maintains investor accounts with the Fund must
do so on a fully disclosed basis unless it accounts for share ownership periods
used in calculating the CDSC (see "Contingent Deferred Sales Charge"). In
addition, advance payments made to financial institutions may be subject to
reclaim by the distributor for accounts transferred to financial institutions
which do not maintain investor accounts on a fully disclosed basis and do not
account for share ownership periods (see "Other Payments to Financial
Institutions").

DIRECTLY BY MAIL. To purchase Shares by mail directly from Federated Securities
Corp. once an account has been established:


     - complete and sign the new account form available from the Fund;



     - enclose a check made payable to Ohio Municipal Income Fund--Fortress
       Shares; and



     - send both to the Fund's transfer agent, Federated Services Company, c/o
       State Street Bank and Trust Company, P.O. Box 8604, Boston, MA
       02266-8604.



Purchases by mail are considered received after payment by check is converted by
the transfer agent's bank, State Street Bank and Trust Company ("State Street
Bank"), into federal funds. This is generally the next business day after State
Street Bank receives the check.


DIRECTLY BY WIRE. To purchase Shares directly from Federated Securities Corp. by
Federal Reserve Wire, call the Fund. All information needed will be taken over
the telephone, and the order is considered received when State Street Bank
receives payment by wire.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $1,500. Subsequent investments must
be in amounts of at least $100.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received, plus a sales load of 1% of the offering price (which is 1.01% of the
net amount invested). Further, there is no sales load for purchases of $1
million or more. In addition, no sales load is imposed for Shares purchased
through bank trust departments or investment advisers registered under the
Investment Advisers Act of 1940 purchasing on behalf of their clients, or by
sales representatives, Trustees, and employees of the Fund, Federated Advisers,
and Federated Securities Corp., or their affiliates, or any investment dealer
who has a sales agreement with Federated Securities Corp., their spouses and
children under age 21, or any trusts or pension or profit-sharing plans for
these persons. Unaffiliated institutions through whom Shares are purchased may
charge fees for services provided which may be related to the ownership of Fund
Shares. This prospectus should, therefore, be read together with any agreement
between customer and institution with regard to services provided, the fees
charged for these services, and any restrictions and limitations imposed.

The net asset value is determined at 4:00 P.M. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; and (iii) the
following holidays: New Year's




Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.


Under certain circumstances, described under "Redeeming Fortress Shares,"
shareholders may be charged a CDSC by the distributor at the time Shares are
redeemed.



DEALER CONCESSION. For sales of Shares, the distributor will normally offer to
pay dealers up to 100% of the sales load retained by it. Any portion of the
sales load which is not paid to a broker/dealer will be retained by the
distributor. However, from time to time, and at the sole discretion of the
distributor, all or part of that portion may be paid to a dealer.



The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.


ELIMINATING THE SALES LOAD

The sales load can be eliminated on the purchase of Shares through:


     - quantity discounts and accumulated purchases;



     - signing a 13-month letter of intent;



     - using the reinvestment privilege; or



     - concurrent purchases.


QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. There is no sales load for
purchases of $1 million or more. The Fund will combine purchases made on the
same day by the investor, his spouse, and his children under age 21 when it
calculates the sales load.

If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $900,000 and he
purchases $100,000 more at the current public offering price, there will be no
sales load on the additional purchase. The Fund will also combine purchases for
the purpose of reducing the CDSC imposed on some Share redemptions. For example,
if a shareholder already owns Shares having a current value at public offering
price of $1 million and purchases an additional $1 million at the current public
offering price, the applicable CDSC would be reduced to .50% of those additional
Shares. For more information on the levels of CDSCs and holding periods, see the
section entitled "Contingent Deferred Sales Charge."

To receive the sales load elimination and/or the CDSC reduction, Federated
Securities Corp. must be notified by the shareholder in writing or by their
financial institution at the time the purchase is made that Shares are already
owned or that purchases are being combined. The Fund will eliminate the sales
load and/or reduce the CDSC after it confirms the purchases.

LETTER OF INTENT. If a shareholder intends to purchase at least $1 million of
Shares over the next 13 months, the sales load may be eliminated by signing a
letter of intent to that effect. This letter of intent includes a provision for
a sales load elimination depending on the amount actually purchased within



the 13-month period and a provision for the Fund's custodian to hold 1.00% of
the total amount intended to be purchased in escrow (in Shares) until such
purchase is completed.

The 1.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent,
which must be $1 million or more of Shares, is not purchased. In this event, an
appropriate number of escrowed Shares may be redeemed in order to realize the
1.00% sales load.

This letter of intent also includes a provision for reductions in the CDSC and
holding period depending on the amount actually purchased within the 13-month
period. For more information on the various levels of CDSCs and holding periods,
see the section entitled "Contingent Deferred Sales Charge."


This letter of intent will not obligate the shareholder to purchase Shares. This
letter may be dated as of a prior date to include any purchases made within the
past 90 days towards the dollar fulfillment of the letter of intent. Prior trade
prices will not be adjusted.


REINVESTMENT PRIVILEGE. If Shares have been redeemed, the shareholder has a
one-time right, within 120 days, to reinvest the redemption proceeds at the
next-determined net asset value without any sales load. Federated Securities
Corp. must be notified by the shareholder in writing or by his financial
institution of the reinvestment in order to receive this elimination of the
sales load. If the shareholder redeems his Shares, there may be tax
consequences.

CONCURRENT PURCHASES. For purposes of qualifying for a sales load elimination, a
shareholder has the privilege of combining concurrent purchases of two or more
funds in the Fortress Investment Program, the purchase prices of which include a
sales load. For example, if a shareholder concurrently invested $400,000 in one
of the other Fortress Funds and $600,000 in Shares, the sales load would be
eliminated. To receive this sales load elimination, Federated Securities Corp.
must be notified by the shareholder in writing or by his financial institution
at the time the concurrent purchases are made. The Fund will eliminate the sales
load after it confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. Under this program, funds may be automatically withdrawn
periodically from the shareholder's checking account and invested in Shares at
the net asset value next determined after an order is received by Federated
Services Company, plus the 1.00% sales load for purchases under $1 million. A
shareholder may apply for participation in this program through Federated
Securities Corp. or his financial institution.

EXCHANGE PRIVILEGE

Shares in Ohio Municipal Cash Trust or in other Fortress Funds may be exchanged
for Shares at net asset value without a sales load (if previously paid) or a
CDSC. The exchange privilege is available to shareholders residing in any state
in which the shares being acquired may be legally sold.

Shares in certain Federated Funds which are advised by subsidiaries or
affiliates of Federated Investors may also be exchanged for Shares at net asset
value. With the exception of exchanges into other Fortress Funds, such exchanges
will be subject to a CDSC and possibly a sales load.




Shareholders using this privilege must exchange shares having a net asset value
which at least meets the minimum investment required for the fund into which the
exchange is being made. Shareholders who desire to automatically exchange Shares
of a predetermined amount on a monthly, quarterly, or annual basis may take
advantage of a systematic exchange privilege. Further information on these
exchange privileges is available by calling Federated Securities Corp. or the
shareholder's financial institution.


Before a financial institution may request exchange by telephone on behalf of a
shareholder, an authorization form permitting the Fund to accept exchange by
telephone must first be completed. Telephone exchange instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.



Exercise of the exchange privilege is treated as a sale for federal income tax
purposes. Depending on the circumstances, a short-term or long-term capital gain
or loss may be realized. Before making an exchange, a shareholder must receive a
prospectus of the fund for which the exchange is being made.


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
on the application or by contacting the Fund.

Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly statements are sent to report dividends paid during the
month.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly. Distributions of any net realized
long-term capital gains will be made at least once every twelve months.
Dividends and distributions are automatically reinvested in additional Shares at
net asset value without a sales load, unless shareholders request cash payments
on the application or by writing to Federated Services Company.

Shares purchased through a financial institution, for which payment by wire is
received by State Street Bank on the business day following the order, begin to
earn dividends on the day the wire payment is received. Otherwise, Shares
purchased by wire begin to earn dividends on the business day after wire payment
is received by State Street Bank. Shares purchased by mail, or through a
financial institution, if the financial institution's payment is by check, begin
to earn dividends on the second business day after the check is received by
Federated Services Company.

Shares earn dividends through the business day that proper written redemption
instructions are received by Federated Services Company.


REDEEMING FORTRESS SHARES

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

The Fund redeems Shares at their net asset value, less any applicable CDSC, 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 through a
financial institution or directly from the Fund by written request.




THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares by calling his financial institution (such as a
bank or a broker/dealer) to request the redemption. Shares will be redeemed at
the net asset value next determined after Federated Services Company receives
the redemption request from the financial institution. Redemption requests
through a registered broker/dealer must be received by the broker before 4:00
P.M. (Eastern time) and must be transmitted by the broker to Federated Services
Company before 5:00 P.M. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. Redemption requests through other financial
institutions must be received by the financial institution and transmitted to
Federated Services Company before 4:00 P.M. (Eastern time) in order for Shares
to be redeemed at that day's net asset value. The financial institution is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions to Federated Services Company. The financial
institution may charge customary fees and commissions for this service. If, at
anytime, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders will be promptly notified.


Before a financial institution may request redemption by telephone on behalf of
a shareholder, an authorization form permitting the Fund to accept redemption
requests by telephone must first be completed. 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
"Directly by Mail," should be considered. Telephone redemption instructions may
be recorded.


If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

DIRECTLY BY MAIL

Shareholders may also redeem Shares by sending a written request to Federated
Services Company, c/o State Street Bank, P.O. Box 8604, Boston, MA 02266-8604.
The written request must include the shareholder's name, the Fund name and class
of shares, the account number, and the share or dollar amount to be redeemed.
Shares will be redeemed at their net asset value, less any applicable CDSC, next
determined after Federated Services Company receives the redemption request.

If share certificates have been issued, they must be properly endorsed and
should be sent by registered or certified mail with the written request.
Shareholders may call the Fund for assistance in redeeming by mail.

SIGNATURES. Shareholders requesting a redemption of $50,000 or more, 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 signatures of all registered owners on written redemption requests
guaranteed by:


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



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



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


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


RECEIVING PAYMENT. A check for the proceeds is mailed within seven days after
receipt of proper written redemption instructions from a broker or from the
shareholder.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming Shares from their Fund accounts within certain time
periods of the purchase date of those Shares will be charged a CDSC by the
Fund's distributor of the lesser of the original price or the net asset value of
the Shares redeemed as follows:


<TABLE>
<CAPTION>
                                                                             CONTINGENT DEFERRED
                 AMOUNT OF PURCHASE                       SHARES HELD           SALES CHARGE
- ----------------------------------------------------   ------------------   ---------------------
<S>                                                    <C>                  <C>
Up to $1,999,999....................................   less than 4 years               1%
$2,000,000 to $4,999,999............................   less than 2 years             .50%
$5,000,000 or more..................................    less than 1 year             .25%
</TABLE>



In instances in which Shares have been acquired in exchange for shares in other
Fortress Funds, (i) the purchase price is the price of the shares when
originally purchased and (ii) the time period during which the shares are held
will run from the date of the original purchase. The CDSC will not be imposed on
Shares acquired through the reinvestment of dividends or distributions of
long-term capital gains. In computing the amount of CDSC for accounts with
Shares subject to a single holding period, if any, redemptions are deemed to
have occurred in the following order: (1) Shares acquired through the
reinvestment of dividends and long-term capital gains, (2) purchases of Shares
occurring prior to the number of years necessary to satisfy the applicable hold
period, and (3) purchases of Shares occurring within the current hold period.
For accounts with Shares subject to multiple share holding periods, the
redemption sequence will be determined first, with reinvested dividends and
long-term capital gains, and second, on a first-in, first-out basis.


The CDSC will not be imposed when a redemption results from a return from the
death or disability of the beneficial owner. The exemption from the CDSCs for
qualified Plans, an IRA, Keogh Plan or a custodial account does not extend to
account transfers, rollovers, and other redemptions made for purposes of
reinvestment. CDSCs are not charged in connection with exchanges of Shares for
shares in Ohio Municipal Cash Trust or shares in other Fortress Funds, or in
connection with redemptions by the Fund of accounts with low balances. Shares of
the Fund originally purchased through a bank trust department or investment
adviser registered under the Investment Advisers Act of 1940, as amended, are
not subject to the CDSC.



SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive monthly or quarterly payments of
predetermined amounts may take advantage of the Systematic Withdrawal Program.
Under this program, Shares are redeemed to provide for periodic withdrawal
payments in an amount directed by the shareholder; the minimum withdrawal amount
is $100. Depending upon the amount of the withdrawal payments, the amount of
dividends paid and capital gains distributions with respect to Shares, and the
fluctuation of the net asset value of Shares redeemed under this program,
redemptions may reduce, and eventually deplete, the shareholder's investment in
the Fund. For this reason, payments under this program should not be considered
as yield or income on the shareholder's investment in the Fund. To be eligible
to participate in this program, a shareholder must have an account value of at
least $10,000 in the Fund (at current offering price).

A shareholder may apply for participation in this program through Federated
Securities Corp. Due to the fact that Shares are sold with a sales load, it is
not advisable for shareholders to be purchasing Shares while participating in
this program. CDSCs are charged for Shares redeemed through this program within
four years of their purchase dates.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,500. This
requirement does not apply, however, if the balance falls below $1,500 because
of changes in the Fund's net asset value. 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.


MUNICIPAL SECURITIES INCOME TRUST INFORMATION

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

MANAGEMENT OF MUNICIPAL SECURITIES INCOME TRUST


BOARD OF TRUSTEES. Municipal Securities Income Trust is managed by a Board of
Trustees. The Trustees are responsible for managing the business affairs of
Municipal Securities Income Trust and for exercising all of the powers of
Municipal Securities Income Trust except those reserved for the shareholders. An
Executive Committee of the Board of Trustees handles the Trustees'
responsibilities between meetings of the Board.



INVESTMENT ADVISER. Pursuant to an investment advisory contract with Municipal
Securities Income Trust, investment decisions for the Fund are made by Federated
Advisers, the Fund's investment adviser (the "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, for which it receives an annual fee from the Fund.





     ADVISORY FEES. The Fund's Adviser receives an annual investment advisory
     fee equal to .40 of 1% of the Fund's average daily net assets. The Adviser
     may voluntarily choose to waive a portion of its fee or reimburse the Fund
     for certain operating expenses. The Adviser can terminate this voluntary
     waiver or reimbursement of expenses at any time at its sole discretion. The
     Adviser has also undertaken to reimburse the Fund for operating expenses in
     excess of limitations established by certain states.



     ADVISER'S BACKGROUND. Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940, as amended. 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 Advisers 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.


     James D. Roberge has been the Fund's portfolio manager since June, 1993.
     Mr. Roberge joined Federated Investors in 1990 and has been an Assistant
     Vice President of the Fund's Adviser since 1992. From 1990 until 1992, Mr.
     Roberge acted as an investment analyst. Mr. Roberge received his M.B.A. in
     Finance from Wharton Business School in 1990.

DISTRIBUTION OF FORTRESS SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of
0.40 of 1% of the average daily net asset value of the Shares to finance any
activity which is principally intended to result in the sale of Shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales support services as agents for their clients or
customers.



The Distribution Plan is a compensation-type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from






the Fund, interest, carrying or other financing charges in connection with
excess amounts expended, or the distributor's overhead expenses. However, the
distributor may be able to recover such amount or may earn a profit from future
payments made by the Fund under the Distribution Plan.



In addition, the Trust has adopted a Shareholder Services Plan (the "Services
Plan") under which it may make payments up to 0.25 of 1% of the average daily
net asset value of the Shares to obtain certain personal services for
shareholders and the maintenance of shareholder accounts ("shareholder
services"). The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon Shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services.



OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition, the distributor will pay
financial institutions, for distribution and/or administrative services, an
amount equal to 1.00% of the offering price of the Shares acquired by their
clients or customers on purchases up to $1,999,999, .50% of the offering price
on purchases of $2,000,000 to $4,999,999, and .25% of the offering price on
purchases of $5,000,000 or more. (This fee is in addition to the 1.00% sales
charge on purchases of less than $1 million.)



Furthermore, the distributor may offer to pay a fee from its own assets to
financial institutions as financial assistance for providing substantial
marketing and sales support. The support may include participating in sales,
educational and training seminars at recreational-type facilities, providing
sales literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Adviser or its
affiliates.


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 Board of Trustees will consider appropriate changes in the 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 which relates to the average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors ("Federated Funds") as specified
below:


<TABLE>
<CAPTION>
                               AVERAGE AGGREGATE DAILY
       MAXIMUM                    NET ASSETS OF THE
 ADMINISTRATIVE FEE                FEDERATED FUNDS
- ---------------------    ------------------------------------
<S>                      <C>
     0.150 of 1%              of the first $250 million
     0.125 of 1%               of the next $250 million
     0.100 of 1%               of the next $250 million
     0.075 of 1%         on assets in excess of $750 million
</TABLE>



The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.


CUSTODIAN. State Street Bank and Trust Company, P.O. Box 8604, Boston,
Massachusetts 02266-8604, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company, P.O.
Box 8604, Boston, Massachusetts 02266-8604, is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.


LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly, 2510
Centre City Tower, Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin,
L.L.P., 2101 L Street, N.W., Washington, D.C.



INDEPENDENT AUDITORS. The independent auditors for the Fund are Deloitte &
Touche LLP, Boston, Massachusetts.



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 each portfolio
in the Trust have equal voting rights except that in matters affecting only a
particular fund, only shares of that fund are entitled to vote. As of September
28, 1994, Merrill Lynch Pierce Fenner, acting in various capacities for numerous
accounts, was the owner of record of approximately 3,337,645 shares (45.90%) of
the Fund, and therefore, may, for certain purposes, be deemed to control the
Fund and be able to affect the outcome of certain matters presented for a vote
of shareholders.



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 all series of the
Trust entitled to vote.





MASSACHUSETTS PARTNERSHIP LAW

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

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


TAX INFORMATION

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

FEDERAL INCOME TAX


The Fund does not expect to pay federal income tax because it expects to meet
requirements of the Code, as amended, 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.


In general, shareholders are not required to pay federal regular income tax on
any dividends received from the Fund that represent net interest on tax-exempt
municipal bonds, although tax exempt interest will increase the taxable income
of certain recipients of social security benefits. However, under the Tax Reform
Act of 1986, dividends representing net interest income earned on some municipal
bonds may be included in calculating the federal individual alternative minimum
tax or the federal alternative minimum tax for corporations.


The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, 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.


The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons, and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.




In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds will become subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income as a tax preference item.
"Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, the difference will be included in the
calculation of the corporation's alternative minimum 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. Information on the tax status of dividends and distributions
is provided annually.

STATE OF OHIO INCOME TAXES


Under existing Ohio laws, distributions made by the Fund will not be subject to
Ohio individual income taxes to the extent that such distributions qualify as
"exempt-interest dividends" under the Code and represent (i) interest from
obligations of Ohio or its subdivisions which is exempt from federal income tax;
or (ii) interest of dividends from obligations issued by the United States and
its territories or possessions or by any authority, commission or
instrumentality of the United States which are exempt from state income tax
under federal laws. Conversely, to the extent that distributions made by the
Fund are derived from other types of obligations, such distributions will be
subject to Ohio individual income taxes.



Distributions made by the Fund will not be subject to Ohio corporation franchise
tax to the extent that such distributions qualify as "exempt-interest dividends"
under the Code and represent (i) interest from obligations of Ohio or its
subdivisions which is exempt from federal income tax; or (ii) net interest
income from obligations issued by the United States and its territories or
possessions or by any authority, commission or instrumentality of the United
States, which is included in federal taxable income and which is exempt from
state income tax under federal laws.


Exempt-interest dividends that represent interest from obligations held by the
Fund which are issued by Ohio or its political subdivisions will be exempt from
any Ohio municipal income tax (even if the municipality is permitted under Ohio
law to levy a tax on intangible income).

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from state income taxes in states
other than Ohio or from personal property taxes. State laws differ on this
issue, and shareholders are urged to consult their own tax advisers regarding
the status of their accounts under state and local tax laws.




PERFORMANCE INFORMATION

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


From time to time, the Fund advertises the total return, yield, and
tax-equivalent yield for Shares.



Total return represents the change, over a specific period of time, in the value
of an investment in Shares after reinvesting all income and capital gains
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.



The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The tax-equivalent yield of Shares is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that Shares would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.



The performance information reflects the effect of the maximum sales load and
other similar non-recurring charges, such as the CDSC, which, if excluded, would
increase the total return, yield, and tax-equivalent yield.



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





OHIO MUNICIPAL INCOME FUND

PORTFOLIO OF INVESTMENTS
AUGUST 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--97.7%
- --------------------------------------------------------------------------
                   OHIO--94.7%
                   -------------------------------------------------------
$  550,000         Akron, Bath & Copley Joint Townships, OH, 6.50% Health
                   Care Revenue Bonds (Series 1991)/(Akron General Medical
                   Centre)/(AMBAC Insured), 1/1/2019                           Aaa       $   565,813
                   -------------------------------------------------------
   400,000         Akron, Bath & Copley Joint Townships, OH, 7.45% Health
                   Care Revenue Bonds (Series 1990)/(Children's Hospital
                   and Medical Centre of Akron)/(Original Issue Yield:
                   7.70%), 11/15/2020                                          A+            458,404
                   -------------------------------------------------------
 1,750,000         Akron, OH, 6.30% LT Various Purpose GO Bonds, 12/1/2013      A          1,778,840
                   -------------------------------------------------------
   200,000         Akron, OH, Bath & Copley Joint Townships, OH, 7.45%
                   Health Care Revenue Bonds (Series 1990)/(Children's
                   Hospital and Medical Centre of Akron)/(AMBAC
                   Insured)/Original Issue Yield: 7.70%), 11/15/2020           Aaa           229,136
                   -------------------------------------------------------
   750,000         Ashland County, OH, 7.00% LT GO Bonds (Series 1991),
                   12/1/2011                                                    A            819,945
                   -------------------------------------------------------
 1,000,000         Bay Village, OH, City School District, 7.35% UT GO
                   School Improvement Bonds (Series 1990), 12/1/2011           Aa          1,117,620
                   -------------------------------------------------------
   300,000         Bellefontaine, OH, 7.05% LT GO Bonds (Storm Water
                   Utility)/(Series 1991), 6/1/2011                             A            324,447
                   -------------------------------------------------------
 1,750,000         Bowling Green State University, OH, 6.35% General
                   Receipts Bonds (Series 1992), 6/1/2008                       A          1,790,845
                   -------------------------------------------------------
   900,000         Brunswick, OH, 7.35% UT GO Municipal Recreation and
                   Community Center Bonds, 12/1/2010                            A            996,741
                   -------------------------------------------------------
 1,000,000         Clermont County, OH, Hospital Facilities Authority,
                   5.875% Revenue Refunding Bonds (Series 1993B)/(Mercy
                   Health Care System)/(AMBAC Insured), 9/1/2015               Aaa           978,180
                   -------------------------------------------------------
</TABLE>



OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  800,000         Clermont County, OH, Hospital Facilities Authority,
                   7.50% Revenue Bonds (Series 1989A)/(Mercy Health Care
                   System)/(AMBAC Insured), 9/1/2019                           Aaa       $   896,616
                   -------------------------------------------------------
 2,500,000         Cleveland, OH, Airport System Revenue Bonds (Series
                   1994A, 6.00%, 1/1/2024                                      AAA         2,425,975
                   -------------------------------------------------------
 3,000,000         Columbus, OH, 5.25% UT GO Bonds (Series 1993-1)/
                   (Original Issue Yield: 5.69%), 9/15/2018                    Aa          2,704,890
                   -------------------------------------------------------
 1,600,000         Columbus, OH, Municipal Airport Authority (Columbus
                   International Airport)/(Series 1994A), 6.25%, 1/1/2024      AAA         1,597,680
                   -------------------------------------------------------
 1,400,000         Columbus, OH, Water System, 6.375% Refunding Revenue
                   Bonds (Series 1991)/(Original Issue Yield: 6.65%),
                   11/1/2010                                                   A1          1,429,526
                   -------------------------------------------------------
   800,000         Cuyahoga County, OH, 7.00% UT GO Bonds (Jail
                   Facilities)/(Series 1991)/(Original Issue Yield:
                   7.065%), 10/1/2013                                          Aa            903,288
                   -------------------------------------------------------
   500,000         Cuyahoga County, OH, 8.00% Revenue Bonds (Cleveland
                   Clinic Foundation)/(Original Issue Yield: 8.045%),
                   12/1/2015                                                   Aa            548,280
                   -------------------------------------------------------
   800,000         Cuyahoga County, OH, Health System, 6.50% Hospital
                   Revenue Bonds (Series 1992)/(University Hospital of
                   Cleveland), 1/15/2019                                       Aa            813,376
                   -------------------------------------------------------
   780,000         Cuyahoga County, OH, Health System, 6.875% Revenue
                   Bonds (Series 1989A)/(University Hospital of
                   Cleveland)/ (BIGI Insured), 1/15/2019                       Aaa           818,150
                   -------------------------------------------------------
 1,000,000         Cuyahoga County, OH, Hospital Facilities Authority,
                   6.25% Revenue Bonds (Series 1993)/(Health Cleveland
                   Inc.), 8/15/2010                                             A          1,004,530
                   -------------------------------------------------------
   800,000         Eastlake, OH, 5.60% LT GO Bonds, 12/1/2017                  A1            748,208
                   -------------------------------------------------------
 1,000,000         Eaton, OH, IDA, 6.50% Refunding Revenue Bonds
                   (Baxter International, Inc.)/(Series 1992), 12/1/2012       A3          1,006,550
                   -------------------------------------------------------
</TABLE>





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  500,000         Franklin County, OH, 5.375% LT GO Refunding Bonds
                   (Series 1993)/(Original Issue Yield: 5.62%), 12/1/2020      Aaa       $   456,440
                   -------------------------------------------------------
   250,000         Franklin County, OH, 6.375% LT GO Bonds (Public
                   Improvement)/(Series 1991)/(Original Issue Yield:
                   6.50%), 12/1/2012                                           Aaa           273,733
                   -------------------------------------------------------
   400,000         Franklin County, OH, 6.80% UT GO Bonds (Series 1990),
                   12/1/2008                                                   Aaa           445,128
                   -------------------------------------------------------
   500,000         Franklin County, OH, 7.25% Revenue Refunding and
                   Improvement Bonds (Riverside United Methodist
                   Hospital)/(MBIA Insured)/(Original Issue Yield: 7.29%),
                   5/15/2020                                                   Aaa           546,415
                   -------------------------------------------------------
   260,000         Franklin County, OH, 7.50% Revenue Refunding and
                   Improvement Bonds (Riverside United Methodist
                   Hospital)/(Original Issue Yield: 7.60%), 5/15/2008          Aa            297,879
                   -------------------------------------------------------
 1,000,000         Franklin County, OH, 7.65% Hospital Revenue Refunding
                   Bonds, Holy Cross Health Systems (Mt. Carmel Hospital)/
                   (Original Issue Yield: 7.85%), 6/1/2010                     A1          1,146,360
                   -------------------------------------------------------
 2,000,000         Franklin County, OH, Convention Facilities Authority,
                   5.80% Lease Revenue Bonds (Series 1992)/(MBIA
                   Insured)/Original Issue Yield: 6.12%), 12/1/2013            Aaa         1,958,940
                   -------------------------------------------------------
   500,000         Franklin County, OH, Convention Facilities Authority,
                   7.00% Lease Revenue Bonds (MBIA Insured)/(Original
                   Issue Yield: 7.195%), 12/1/2019                             Aaa           561,840
                   -------------------------------------------------------
 2,500,000         Franklin, OH, 5.75% Hospital Facility Refunding Revenue
                   Bonds (Series 1993A)/(Riverside United Methodist
                   Hospital)/(Original Issue Yield: 6.10%), 5/15/2020          Aa          2,331,775
                   -------------------------------------------------------
 1,500,000         Hamilton County, OH, 6.25% Hospital Facility Revenue
                   Refunding Bonds (Series 1992A)/(Bethesda Hospital),
                   1/1/2012                                                     A          1,505,490
                   -------------------------------------------------------
</TABLE>





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  500,000         Hamilton County, OH, 6.50% UT GO Bonds (Museum
                   Centre)/(Series 1991A), 12/1/2009                           Aaa       $   521,455
                   -------------------------------------------------------
   700,000         Hamilton County, OH, 7.00% Hospital Facility Revenue
                   Refunding and Improvement Bonds (Deaconess Hospital of
                   Cincinnati)/(Series 1992)/(Original Issue Yield:
                   7.046%), 1/1/2012                                            A            744,723
                   -------------------------------------------------------
   450,000         Hamilton County, OH, Hospital Facilities Authority,
                   6.25% Revenue Refunding Bonds (Bethesda Hospital),
                   1/1/2008                                                     A            451,989
                   -------------------------------------------------------
 1,000,000         Hamilton County, OH, Sewer System, 5.25% Revenue Bonds
                   (Series 1993A)/(FGIC Insured)/(Original Issue Yield:
                   5.656%), 12/1/2016                                          Aaa           899,390
                   -------------------------------------------------------
   945,000         Hamilton County, OH, Sewer System, 6.70% Improvement
                   and Refunding Revenue Bonds (Metropolitan Sewer
                   District of Greater Cincinnati)/(Original Issue Yield:
                   6.80%), 12/1/2013                                           A1          1,047,485
                   -------------------------------------------------------
   400,000         Hilliard, OH, City School District, 7.00% UT GO Bonds
                   (Original Issue Yield: 7.267%), 12/1/2013                   A1            449,012
                   -------------------------------------------------------
   500,000         Kenston, OH, Local School District, 6.30% UT GO Bonds
                   (School Improvement)/(Series 1992)/(Original Issue
                   Yield: 6.40%), 12/1/2008                                    A1            509,050
                   -------------------------------------------------------
   700,000         Lakewood, OH, 6.00% Hospital Improvement Revenue Bonds
                   (Lakewood Hospital)/(BIGI Insured)/(Original Issue
                   Yield: 6.90%), 2/15/2010                                    Aaa           702,135
                   -------------------------------------------------------
 1,300,000         Lakewood, OH, 6.50% Various Purpose LT GO Bonds
                   (Series 1992), 12/1/2012                                    Aa          1,357,161
                   -------------------------------------------------------
 1,000,000         Lakota, OH, Local School District, 6.00% UT GO School
                   Improvement Bonds (Series 1993)/(Original Issue Yield:
                   6.20%), 12/1/2015                                           A1            996,320
                   -------------------------------------------------------
   500,000         Lakota, OH, Local School District, 6.125% UT GO School
                   Improvement Bonds (Series 1994), 12/1/2017                  AAA           505,000
                   -------------------------------------------------------
</TABLE>




OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  500,000         Lebanon, OH, Waterworks System, 7.10%, Mortgage
                   Improvement and Refunding Revenue Bonds (Series 1991),
                   3/1/2008                                                     A        $   541,330
                   -------------------------------------------------------
 1,760,000         Loveland, OH, City School District, 6.65% UT GO School
                   Improvement Bonds, (Original Issue Yield: 6.70%),
                   12/1/2015                                                    A          1,835,363
                   -------------------------------------------------------
 1,750,000         Madison, OH, Local School District, 6.00% UT GO School
                   Improvement Bonds (Original Issue Yield: 6.06%)/
                   (FGIC Insured), 12/1/2015                                   Aaa         1,752,450
                   -------------------------------------------------------
   420,000         Marysville, OH, Sewer System, 7.15% Improvement Revenue
                   Bonds (Series 1991), 12/1/2011                               A            451,508
                   -------------------------------------------------------
 1,000,000         Middleburg Heights, OH, 7.20%, LT GO Bonds, 12/1/2011       Aa          1,097,580
                   -------------------------------------------------------
 1,130,000         Montgomery County, OH, 6.25% Revenue Bonds (Series
                   A)/(Miami Valley Hospital)/(Original Issue Yield:
                   6.655%)/(AMBAC Insured), 11/15/2016                         AAA         1,145,176
                   -------------------------------------------------------
 1,000,000         Montgomery County, OH, 6.625% Health Care Revenue Bonds
                   (Series 1991A)/(Sisters of Charity Health Care System,
                   Inc.)/(MBIA Insured)/(Original Issue Yield: 6.80%),
                   5/15/2021                                                   Aaa         1,037,660
                   -------------------------------------------------------
   500,000         Montgomery County, OH, 6.75% Various Purpose LT GO
                   Bonds (Series 1991A), 9/1/2011                              Aa            546,960
                   -------------------------------------------------------
 3,000,000         Moraine, OH, Solid Waste Disposal, 6.75% Revenue Bonds
                   (Series 1994)/(General Motors Corp.)/(Original Issue
                   Yield: 6.80%), 7/1/2014                                    BBB+         3,046,200
                   -------------------------------------------------------
 1,750,000         Northeast OH, Regional Sewer District, 6.50% Wastewater
                   System Improvement Revenue Bonds (Series 1991)/ (AMBAC
                   Insured)/(Original Issue Yield: 6.85%), 11/15/2016          Aaa         1,814,750
                   -------------------------------------------------------
 2,640,000         Ohio HFA, 7.65% SFM Revenue Bonds (Series 1989A)/ (GNMA
                   Collateralized)/(Subject to AMT), 3/1/2029                  AAA         2,795,839
                   -------------------------------------------------------
</TABLE>





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  370,000         Ohio Housing Finance Agency, 7.80% Single Family
                   Housing Mortgage Revenue Bonds (GNMA
                   Collateralized)/(Subject to AMT), 3/1/2030                  AAA       $   387,161
                   -------------------------------------------------------
 1,500,000         Ohio Municipal Electric Generation Agency, 5.375%
                   Revenue Bonds (AMBAC Insured)/(Original Issue Yield:
                   5.680%), 2/15/2024                                          AAA         1,337,085
                   -------------------------------------------------------
 2,500,000         Ohio State Air Quality Development Authority, 5.95% PCR
                   Bonds (Ohio Edison Company), 5/15/2029                     BBB-         2,223,625
                   -------------------------------------------------------
 1,250,000         Ohio State Air Quality Development Authority, 7.45% PCR
                   Bonds (Ohio Edison Company)/(FGIC Insured), 3/1/2016        Aaa         1,389,813
                   -------------------------------------------------------
 1,500,000         Ohio State Higher Education Facilities Authority, 6.00%
                   Revenue Bonds (Western Reserve University)/(Original
                   Issue Yield: 6.222%), 10/1/2022                             Aa          1,479,855
                   -------------------------------------------------------
   600,000         Ohio State University, 5.875% General Receipts Bonds
                   (Series 1992A)/(Original Issue Yield: 6.07%), 12/1/2012     A1            585,834
                   -------------------------------------------------------
   500,000         Ohio State Water Development Authority, 5.50% Revenue
                   Refunding and Improvement Bonds (AMBAC Insured)/
                   (Original Issue Yield: 6.30%), 12/1/2018                    AAA           464,605
                   -------------------------------------------------------
 1,700,000         Ohio State Water Development Authority, 5.95% PCR Bonds
                   (Ohio Edison Company), 5/15/2029                            NR          1,503,939
                   -------------------------------------------------------
   650,000         Ohio State Water Development Authority, 7.00% Revenue
                   Bonds (Original Issue Yield: 7.650%), 12/1/2014              A            700,089
                   -------------------------------------------------------
 1,000,000         Revere, OH, Local School District, 6.00% UT GO Bonds
                   (Series 1993)/(AMBAC Insured), 12/1/2016                    Aaa         1,002,320
                   -------------------------------------------------------
   350,000         Rocky River, OH, City School District, 6.90% Special
                   Tax GO Bonds (Original Issue Yield: 6.970%), 12/1/2011      Aa            371,619
                   -------------------------------------------------------
 1,000,000         Solon, OH, 6.15% Various Purpose Improvement UT GO
                   Bonds (Series 1992), 12/1/2012                              Aa          1,023,950
                   -------------------------------------------------------
</TABLE>





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                              CREDIT
                                                                             RATING:
PRINCIPAL                                                                    MOODY'S
  AMOUNT                                                                     OR S&P*        VALUE
- ----------         -------------------------------------------------------   --------    -----------
<C>           <S>  <C>                                                       <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- --------------------------------------------------------------------------
                   OHIO--CONTINUED
                   -------------------------------------------------------
$  500,000         South Euclid, OH, 7.00% UT GO Bonds (Recreational
                   Facilities Improvement Series), 12/1/2011                   A1        $   542,885
                   -------------------------------------------------------
   500,000         Stark County, OH, 5.00% Hospital Revenue Bonds (Timken
                   Mercy Medical Center)/(MBIA Insured)/(Original Issue
                   Yield: 5.431%), 12/1/2019                                   AAA           425,015
                   -------------------------------------------------------
   500,000         Tiffin, OH, 7.10% LT GO Bonds (Sanitary Sewer System
                   Improvement Series), 12/1/2011                               A            543,430
                   -------------------------------------------------------
 3,500,000         Toledo-Lucas County, OH, 5.90% Port Authority Revenue
                   Refunding Bonds (Cargill Inc.)/(Original Issue Yield:
                   5.981%), 12/1/2015                                          Aa3         3,356,570
                   -------------------------------------------------------
   500,000         University of Cincinnati, OH, 6.50% General Receipts
                   Bonds (Series 12)/(Original Issue Yield: 6.613%),
                   6/1/2011                                                    A1            517,795
                   -------------------------------------------------------
   500,000         University of Cincinnati, OH, 7.00% General Receipts
                   Bonds (Original Issue Yield: 7.05%), 6/1/2011               A1            541,025
                   -------------------------------------------------------
 1,100,000         Wilmington, OH, 6.05% Municipal Building LT GO Bonds
                   (Series 1992), 8/1/2017                                      A          1,098,570
                   -------------------------------------------------------               -----------
                   Total                                                                  77,224,761
                   -------------------------------------------------------               -----------
                   PUERTO RICO--3.0%
                   -------------------------------------------------------
 2,400,000         Puerto Rico Electric Power Authority, 6.375% Revenue
                   Bonds (Series T)/(Original Issue Yield: 6.58%),
                   7/1/2024                                                    A-          2,424,960
                   -------------------------------------------------------               -----------
                   TOTAL LONG-TERM MUNICIPAL SECURITIES
                   (IDENTIFIED COST, $78,087,039)                                        $79,649,721+
                   -------------------------------------------------------               -----------
</TABLE>


* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings. Current credit ratings are unaudited.


+ The cost of investments for federal tax purposes amounts to $78,087,039. The
  net unrealized appreciation on a federal tax cost basis amounts to $1,562,682
  and is comprised of $2,566,517 appreciation and $1,003,835 depreciation at
  August 31, 1994.


Note: The categories of investments are shown as a percentage of net assets
      ($81,565,959) at August 31, 1994.



OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

The following abbreviations are used in this portfolio:

<TABLE>
<S>      <C> <C>
AMBAC    --  American Municipal Bond Assurance Corporation
AMT      --  Alternative Minimum Tax
BIGI     --  Bond Investors Guaranty Inc.
FGIC     --  Financial Guaranty Insurance Co.
GNMA     --  Government National Mortgage Association
GO       --  General Obligation
HFA      --  Housing Finance Authority
IDA      --  Industrial Development Authority
LT       --  Limited Tax
MBIA     --  Municipal Bond Investors Assurance
PCR      --  Pollution Control Revenue
SFM      --  Single Family Mortgage
UT       --  Unlimited Tax
</TABLE>

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




OHIO MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 1994

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


<TABLE>
<S>                                                                         <C>           <C>
ASSETS:
- --------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost $78,087,039)                 $79,649,721
- --------------------------------------------------------------------------------------
Cash                                                                                        1,308,155
- --------------------------------------------------------------------------------------
Interest receivable                                                                         1,335,903
- --------------------------------------------------------------------------------------
Receivable for investments sold                                                               998,750
- --------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                               179,994
- --------------------------------------------------------------------------------------
Deferred expenses                                                                               5,645
- --------------------------------------------------------------------------------------    -----------
    Total assets                                                                           83,478,168
- --------------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------
Payable for investments purchased                                           $1,586,989
- -------------------------------------------------------------------------
Dividends payable                                                              224,305
- -------------------------------------------------------------------------
Payable for Fund Shares redeemed                                                62,309
- -------------------------------------------------------------------------
Payable to Distributor                                                           9,808
- -------------------------------------------------------------------------
Accrued expenses                                                                28,798
- -------------------------------------------------------------------------   ----------
    Total liabilities                                                                       1,912,209
- --------------------------------------------------------------------------------------    -----------
NET ASSETS FOR 7,410,283 shares of beneficial interest outstanding                        $81,565,959
- --------------------------------------------------------------------------------------    -----------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------
Paid-in capital                                                                           $80,237,403
- --------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                                          (265,110)
- --------------------------------------------------------------------------------------
Undistributed net investment income                                                            30,984
- --------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                                   1,562,682
- --------------------------------------------------------------------------------------    -----------
    Total Net Assets                                                                      $81,565,959
- --------------------------------------------------------------------------------------    -----------
NET ASSET VALUE ($81,565,959 / 7,410,283 shares of beneficial interest outstanding)       $     11.01
- --------------------------------------------------------------------------------------    -----------
OFFERING PRICE PER SHARE (100/99 of $11.01)*                                              $     11.12
- --------------------------------------------------------------------------------------    -----------
REDEMPTION PROCEEDS PER SHARE (99/100 of $11.01)**                                        $     10.90
- --------------------------------------------------------------------------------------    -----------
</TABLE>



 * See "What Shares Cost" in the prospectus.



** See "Redeeming Shares" in the prospectus.



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





OHIO MUNICIPAL INCOME FUND

STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1994

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


<TABLE>
<S>                                                                <C>         <C>           <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------------
Interest income                                                                              $4,919,307
- -----------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------
Investment advisory fee                                                        $  332,570
- ---------------------------------------------------------------------------
Administrative personnel and services                                             224,287
- ---------------------------------------------------------------------------
Trustees' fees                                                                      3,154
- ---------------------------------------------------------------------------
Custodian and portfolio accounting fees                                            63,355
- ---------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                           42,834
- ---------------------------------------------------------------------------
Fund share registration costs                                                      27,485
- ---------------------------------------------------------------------------
Shareholder services fee                                                           96,785
- ---------------------------------------------------------------------------
Distribution services fee                                                         307,350
- ---------------------------------------------------------------------------
Printing and postage                                                               28,281
- ---------------------------------------------------------------------------
Legal fees                                                                          7,152
- ---------------------------------------------------------------------------
Auditing fees                                                                      16,828
- ---------------------------------------------------------------------------
Insurance premiums                                                                  7,193
- ---------------------------------------------------------------------------
Miscellaneous                                                                      11,851
- ---------------------------------------------------------------------------    ----------
    Total expenses                                                              1,169,125
- ---------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------
  Waiver of investment advisory fee                                $332,570
- ----------------------------------------------------------------
  Waiver of distribution services fee                                96,785
- ----------------------------------------------------------------
  Reimbursement of other operating expenses by Adviser               16,715       446,070
- ----------------------------------------------------------------   --------    ----------
    Net expenses                                                                                723,055
- -----------------------------------------------------------------------------------------    ----------
       Net investment income                                                                  4,196,252
- -----------------------------------------------------------------------------------------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------------
Net realized gain (loss) on investments (identified cost basis)                                (255,186)
- -----------------------------------------------------------------------------------------
    Net change in unrealized appreciation (depreciation) on investments                      (4,648,123)
- -----------------------------------------------------------------------------------------    ----------
         Net realized and unrealized gain (loss) on investments                              (4,903,309)
- -----------------------------------------------------------------------------------------    ----------
              Change in net assets resulting from operations                                 $ (707,057)
- -----------------------------------------------------------------------------------------    ----------
</TABLE>



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





OHIO MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             YEAR ENDED AUGUST 31,
                                                                          ---------------------------
                                                                             1994            1993
                                                                          -----------     -----------
<S>                                                                       <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------------------
Net investment income                                                     $ 4,196,252     $ 2,892,393
- -----------------------------------------------------------------------
Net realized gain (loss) on investments ($595 net loss and $50 net
  gains, respectively, as computed for federal tax purposes)                 (255,186)           (210)
- -----------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments        (4,648,123)      4,715,102
- -----------------------------------------------------------------------   -----------     -----------
    Change in net assets resulting from operations                           (707,057)      7,607,285
- -----------------------------------------------------------------------   -----------     -----------
NET EQUALIZATION CREDITS (DEBITS)                                             (11,943)         46,834
- -----------------------------------------------------------------------   -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- -----------------------------------------------------------------------
Dividends to shareholders from net investment income:
  Fortress Shares                                                          (3,779,954)     (2,685,573)
- -----------------------------------------------------------------------
  Trust Shares                                                               (330,980)       (255,290)
- -----------------------------------------------------------------------
Distributions in excess of net investment income:
  Fortress Shares                                                             --              (45,258)
- -----------------------------------------------------------------------
  Trust Shares                                                                --              --
- -----------------------------------------------------------------------   -----------     -----------
Change in net assets resulting from distributions to shareholders          (4,110,934)     (2,986,121)
- -----------------------------------------------------------------------   -----------     -----------
FUND SHARE (PRINCIPAL) TRANSACTIONS (EXCLUSIVE OF AMOUNTS
ALLOCATED TO NET INVESTMENT INCOME)--
- -----------------------------------------------------------------------
Proceeds from sale of shares                                               28,336,326      50,841,231
- -----------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                       1,388,664       1,136,955
- -----------------------------------------------------------------------
Cost of shares redeemed                                                   (23,607,643)     (6,951,397)
- -----------------------------------------------------------------------   -----------     -----------
    Change in net assets resulting from Fund share transactions             6,117,347      45,026,789
- -----------------------------------------------------------------------   -----------     -----------
         Change in net assets                                               1,287,413      49,694,787
- -----------------------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------------------
Beginning of period                                                        80,278,546      30,583,759
- -----------------------------------------------------------------------   -----------     -----------
End of period (including net undistributed net investment income of
$30,984 and $0, respectively                                              $81,565,959     $80,278,546
- -----------------------------------------------------------------------   -----------     -----------
</TABLE>



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





OHIO MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 1994

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

(1) ORGANIZATION


Municipal Securities Income Trust (the "Trust"), is registered under the
Investment Company Act of 1940, as amended (the "Act"), as an open-end
management investment company. The Trust consists of ten, non-diversified
portfolios. The financial statements included herein present only those of Ohio
Municipal Income Fund (the "Fund"). The financial statements of the other
portfolios are presented separately. The assets of each portfolio are segregated
and a shareholder's interest is limited to the portfolio in which shares are
held.



The Fund provides one class of shares ("Fortress Shares"). Previously, the Fund
provided two classes of shares ("Fortress Shares" and "Trust Shares"). As of
August 23, 1994, the "Trust Shares" class of shares were no longer offered.


(2) SIGNIFICANT ACCOUNTING POLICIES


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



<TABLE>
<S>  <C>
A.   INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing service
     taking into consideration yield, liquidity, risk, credit, quality, coupon, maturity, type
     of issue, and any other factors or market data it deems relevant in determining
     valuations for normal institutional size trading units of debt securities. The
     independent pricing service does not rely exclusively on quoted prices. Short-term
     securities with remaining maturities of sixty days or less may be stated at amortized
     cost, which approximates value.
B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses are accrued
     daily. Bond premium and discount, if applicable, are amortized as required by the
     Internal Revenue Code, as amended (the "Code"). Distributions to shareholders are
     recorded on the ex-dividend date.
C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the Code
     applicable to regulated investment companies and to distribute to shareholders each year
     substantially all of its tax-exempt income. Accordingly, no provision for federal income
     tax is necessary. At August 31, 1994, the Fund for federal tax purposes, had a capital
     loss carryforward of $10,260, which will reduce the Fund's taxable income arising from
     future net realized gain on investments, if any, to the extent permitted by the Code, and
     thus will reduce the amount of the distributions to shareholders which would otherwise be
     necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code,
     such capital loss carryforward will expire in 2000 ($9,665) and 2002 ($595).
     Additionally, net capital losses of $254,851 attributable to security transactions
     incurred after October 31, 1993 are treated as arising on September 1, 1994, the first
     day of the Fund's next taxable year.
</TABLE>




OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<S>  <C>
D.   EQUALIZATION--The Fund follows the accounting practice known as equalization by which a
     portion of the proceeds from sales and costs of redemptions of capital stock equivalent,
     on a per share basis, to the amount of undistributed net investment income on the date of
     the transaction is credited or charged to undistributed net investment income. As a
     result, undistributed net investment income per share is unaffected by sales or
     redemptions of capital stock.
E.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in when-issued or
     delayed delivery transactions. The Fund records when-issued securities on the trade date
     and maintains security positions such that sufficient liquid assets will be available to
     make payment for the securities purchased. Securities purchased on a when-issued or
     delayed delivery basis are marked to market daily and begin earning interest on the
     settlement date.
F.   CONCENTRATION OF RISK--Since the Fund invests a substantial portion of its assets in
     issuers located in one state, it will be more susceptible to factors adversely affecting
     issuers of that state than would be a comparable general tax-exempt mutual fund. In order
     to reduce the credit risk associated with such factors, at August 31, 1994, 23.3% of the
     securities in the portfolio of investments are backed by letters of credit or bond
     insurance of various financial institutions and financial guaranty assurance agencies.
     The value of investments insured by or supported (backed) by a letter of credit for any
     one institution or agency did not exceed 10.6% of total investments.
G.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration of its
     shares in its first fiscal year, excluding the initial expense of registering its shares,
     have been deferred and are being amortized using the straight-line method not to exceed a
     period of five years from the Fund's commencement date.
H.   OTHER--Investment transactions are accounted for on the trade date.
</TABLE>



(3) SHARES OF BENEFICIAL INTEREST


The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares were as follows:


<TABLE>
<CAPTION>
                                                           YEAR ENDED AUGUST 31,
                                       -------------------------------------------------------------
                                                  1994                               1993
                                       ---------------------------         -------------------------
            TRUST SHARES                 SHARES         DOLLARS             SHARES         DOLLARS
- ------------------------------------   ----------     ------------         ---------     -----------
<S>                                    <C>            <C>                  <C>           <C>
Shares sold                               429,857     $  4,955,407           522,626     $ 5,775,096
- ------------------------------------
Shares issued to shareholders in
payment of dividends declared               4,891           55,546            10,195         113,377
- ------------------------------------
Shares redeemed                          (975,921)     (10,906,082)         (144,075)     (1,601,771)
- ------------------------------------   ----------     ------------         ---------     -----------
  Net change resulting from Fund
  share transactions                     (541,173)    $ (5,895,127)          388,746     $ 4,286,702
- ------------------------------------   ----------     ------------         ---------     -----------
</TABLE>





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                          YEAR ENDED AUGUST 31,
                                      -------------------------------------------------------------
                                                 1994                               1993
                                      ---------------------------         -------------------------
          FORTRESS SHARES               SHARES         DOLLARS             SHARES         DOLLARS
- -----------------------------------   ----------     ------------         ---------     -----------
<S>                                   <C>            <C>                  <C>           <C>
Shares sold                            2,071,672     $ 23,380,919         4,077,428     $45,066,135
- -----------------------------------
Shares issued to shareholders in
payment of dividends declared            117,979        1,333,119            91,777       1,023,578
- -----------------------------------
Shares redeemed                       (1,127,610)     (12,701,562)         (476,933)     (5,349,626)
- -----------------------------------   ----------     ------------         ---------     -----------
  Net change resulting from Fund
  share transactions                   1,062,041     $ 12,012,476         3,692,272     $40,740,087
- -----------------------------------   ----------     ------------         ---------     -----------
</TABLE>



(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES



ADVISORY FEE--Federated Advisers, the Fund's investment adviser (the "Adviser"),
receives for its services an annual investment advisory fee equal to .40 of 1%
of the Fund's average daily net assets. The Adviser may voluntarily choose to
waive a portion of its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.



ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with administrative personnel and services. Prior to March 1, 1994, these
services were provided at approximately cost. Effective March 1, 1994, the FAS
fee is based on the level of average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors for the period. The
administrative fee received during the period of the Administrative Services
Agreement shall be at least $125,000 per portfolio and $30,000 per each
additional class of shares.



DISTRIBUTION AND SHAREHOLDER SERVICES FEE--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the
Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal
distributor, from the net assets of the Fund to finance activities intended to
result in the sale of the Fund's Fortress Shares. The Plan provides that the
Fund may incur distribution expenses up to .40 of 1% of the average daily net
assets of the Fortress Shares, annually, to compensate FSC. The distributor may
voluntarily choose to waive a portion of its fee. The distributor can modify or
terminate this voluntary waiver at any time at its sole discretion.



Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets
for the Fund for the period. This fee is to obtain certain personal services for
shareholders and the maintenance of shareholder accounts.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The FServ fee is based on the size, type and number of accounts and transactions
made by shareholders.





OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


ORGANIZATIONAL EXPENSES--Organizational expenses of $29,070 and start-up
administrative services expenses of $97,677 were borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following October
10, 1990 (date the Fund first became effective). For the year ended August 31,
1994, the Fund paid $4,141 and $8,281, respectively, pursuant to this agreement.



INTERFUND TRANSACTIONS--During the year ended August 31, 1994, the Fund engaged
in purchase and sale transactions with other affiliated funds at current value
on the date of the transaction pursuant to Rule 17a-7 under the Act amounting to
$13,050,000 and $15,724,800, respectively.



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



(5) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
fiscal year ended August 31, 1994, were as follows:



<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $21,560,169
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $15,942,411
- -------------------------------------------------------------------------------   -----------
</TABLE>




INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Board of Trustees of MUNICIPAL SECURITIES INCOME TRUST

and Shareholders of OHIO MUNICIPAL INCOME FUND:


We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Ohio Municipal Income Fund (a portfolio of
Municipal Securities Income Trust) as of August 31, 1994, the related statement
of operations for the year then ended, the statement of changes in net assets
for the years ended August 31, 1994 and 1993, and the financial highlights (see
page 2 of the prospectus) for each of the years in the four-year period ended
August 31, 1994. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.



We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1994 by correspondence with the custodian and brokers; where replies
were not received from brokers we performed other auditing procedures. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.



In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Ohio Municipal
Income Fund as of August 31, 1994, the results of its operations, the changes in
its net assets, and the financial highlights for the respected stated periods in
conformity with generally accepted accounting principles.



DELOITTE & TOUCHE LLP


Boston, Massachusetts

October 7, 1994





ADDRESSES

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


<TABLE>
<S>             <C>                                          <C>
                Ohio Municipal Income Fund                   Federated Investors Tower
                Fortress Shares                              Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Advisers                           Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8602
                Trust Company                                Boston, Massachusetts 02266-8602
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Houston, Houston & Donnelly                  2510 Centre City Tower
                                                             Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
Legal Counsel
                Dickstein, Shapiro & Morin, L.L.P.           2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Deloitte & Touche LLP                        125 Summer Street
                                                             Boston, Massachusetts 02110-1617
- ------------------------------------------------------------------------------------------------
</TABLE>






                                      OHIO MUNICIPAL



                                      INCOME FUND


                                      FORTRESS SHARES


                                      PROSPECTUS



                                      A Non-Diversified Portfolio of
                                      Municipal Securities Income Trust
                                      an Open-End, Management
                                      Investment Company



                                      October 31, 1994



      FEDERATED SECURITIES CORP.



(LOGO)


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



      Distributor



      A subsidiary of FEDERATED INVESTORS



      FEDERATED INVESTORS TOWER



      PITTSBURGH, PA 15222-3779



      625922307

      0090702A-FS (10/94)




                         [THIS PAGE INTENTIONALLY LEFT BLANK]





                         [THIS PAGE INTENTIONALLY LEFT BLANK]





                           OHIO MUNICIPAL INCOME FUND


               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)


                                FORTRESS SHARES


                      STATEMENT OF ADDITIONAL INFORMATION


The Fortress Shares of Ohio Municipal Income Fund (the "Fund") represent
interests in a non-diversified portfolio of securities. This Statement of
Additional Information should be read with the prospectus of the Fund dated
October 31, 1994. This Statement is not a prospectus itself. To receive a copy
of a prospectus write or call the Fund.

FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated October 31, 1994


      FEDERATED SECURITIES CORP.



(LOGO)


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



      Distributor



      A subsidiary of FEDERATED INVESTORS




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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

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

  Acceptable Investments                                                       1
  When-Issued and Delayed
       Delivery Transactions                                                   2
  Temporary Investments                                                        2

  Portfolio Turnover                                                           3


  Investment Limitations                                                       3


  Ohio Investment Risks                                                        4



MUNICIPAL SECURITIES
  INCOME TRUST MANAGEMENT                                                      5

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


  Officers and Trustees                                                        5


  Fund Ownership                                                               7


  The Funds                                                                    7



INVESTMENT ADVISORY SERVICES                                                   7

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


  Adviser to the Fund                                                          7


  Advisory Fees                                                                8



ADMINISTRATIVE SERVICES                                                        8


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


TRANSFER AGENT AND DIVIDEND
  DISBURSING AGENT                                                             8

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

BROKERAGE TRANSACTIONS                                                         8

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


PURCHASING SHARES                                                              9

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

  Distribution and Shareholder Services Plans                                  9

  Conversion to Federal Funds                                                  9


  Purchases by Sales Representatives,
     Fund Trustees, and Employees                                              9



DETERMINING NET ASSET VALUE                                                    9

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


  Valuing Municipal Bonds                                                      9


  Use of Amortized Cost                                                       10



REDEEMING SHARES                                                              10

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


  Redemption in Kind                                                          10



EXCHANGE PRIVILEGE                                                            10

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


  Reduced Sales Load                                                          10


  Requirements for Exchange                                                   10


  Tax Consequences                                                            10


  Making an Exchange                                                          10



TAX STATUS                                                                    11

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


  The Fund's Tax Status                                                       11


  Shareholder's Tax Status                                                    11



TOTAL RETURN                                                                  11

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


YIELD                                                                         11

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


TAX-EQUIVALENT YIELD                                                          11

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


  Tax-Equivalency Table                                                       12



PERFORMANCE COMPARISONS                                                       13

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


APPENDIX                                                                      14

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


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------


The Fund is a portfolio of Municipal Securities Income Trust (the "Trust"). The
Trust was established as a Massachusetts business trust under a Declaration of
Trust dated August 6, 1990. On August 31, 1992, (effective October 31, 1992),
the Board of Trustees ("Trustees") approved the conversion of Investment Shares
to Fortress Shares. On September 16, 1992, (effective October 31, 1992), the
Trustees approved changing the name of the Trust from Federated Municipal Income
Trust to Municipal Securities Income Trust. Shares of the Fund are presently
offered in one class known as Fortress Shares ("Shares"). As of August 31, 1994,
Trust Shares are no longer offered.


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

The Fund's investment objective is to provide current income which is exempt
from federal regular income tax and personal income taxes imposed by the state
of Ohio and Ohio municipalities. The investment objective cannot be changed
without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in Ohio municipal securities.

    CHARACTERISTICS

       The Ohio municipal securities in which the Fund invests have the
       characteristics set forth in the prospectus. If a rated bond loses its
       rating or has its rating reduced after the Fund has purchased it, the
       Fund is not required to drop the bond from the portfolio, but will
       consider doing so. If ratings made by Moody's Investors Service, Inc.,
       Standard & Poor's Ratings Group or Fitch's Investors Service, Inc. change
       because of changes in those organizations or in their rating systems, the
       Fund will try to use comparable ratings as standards in accordance with
       the investment policies described in the Fund's prospectus.

    TYPES OF ACCEPTABLE INVESTMENTS

       Examples of Ohio municipal securities are:

       - governmental lease certificates of participation issued by state or
         municipal authorities where payment is secured by installment payments
         for equipment, buildings, or other facilities being leased by the state
         or municipality. Government lease certificates purchased by the Fund
         will not contain non-appropriation clauses;

       - municipal notes and tax-exempt commercial paper;

       - serial bonds;

       - tax anticipation notes sold to finance working capital needs of
         municipalities;

       - bond anticipation notes sold in anticipation of the issuance of
         long-term bonds;

       - pre-refunded municipal bonds whose timely payment of interest and
         principal is ensured by an escrow of U.S. government obligations; and

       - general obligation bonds.

    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).

    VARIABLE RATE MUNICIPAL SECURITIES

       Variable interest rates generally reduce changes in the market value of
       municipal securities from their original purchase prices. Accordingly, as
       interest rates decrease or increase, the potential for capital
       appreciation or depreciation is less for variable rate municipal
       securities than for fixed income obligations. Many municipal securities
       with variable interest rates purchased by the Fund are subject to
       repayment of principal (usually within seven days) on the Fund's demand.
       The terms of these variable rate demand instruments require payment of
       principal and accrued interest from the issuer of the municipal
       obligations, the issuer of the participation interests, or a guarantor of
       either issuer.

    MUNICIPAL LEASES

       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited by municipal charter or
       the nature of the appropriation for the lease. In particular, lease
       obligations may be subject to periodic appropriation. If the entity does
       not appropriate funds for future lease payments, the entity cannot be
       compelled to make such payments. Furthermore, a lease may provide that
       the certificate trustee



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

       cannot accelerate lease obligations upon default. The trustee would only
       be able to enforce lease payments as they became due. In the event of a
       default or failure of appropriation, it is unlikely that the trustee
       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 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");



       - 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. Settlement dates may be a month
       or more after entering into these transactions, and the market values of
       the securities purchased may vary from the purchase prices. No fees or
       other expenses, other than normal transaction costs, are incurred.
       However, liquid assets of the 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.


TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments during times of unusual market
conditions for defensive purposes.

    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit to the Fund and agree at the time
       of sale to repurchase them at a mutually agreed upon time and price
       within one year from the date of acquisition. The Fund or its custodian
       will take possession of the securities subject to repurchase agreements.
       To the extent that the original seller does not repurchase the securities
       from the Fund, the Fund could receive less than the repurchase price on
       any sale of such securities. In the event that such 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 may only enter into
       repurchase agreements with banks and other recognized financial
       institutions such as broker/dealers which are found by the Fund's
       investment adviser to be creditworthy pursuant to guidelines established
       by the Trustees.


From time to time, such as when suitable Ohio municipal bonds are not available,
the Fund may invest a portion of its assets in cash. Any portion of the Fund's
assets maintained in cash will reduce the amount of assets in Ohio municipal
bonds and thereby reduce the Fund's yield.


    REVERSE REPURCHASE AGREEMENTS

       The Fund may also enter into reverse repurchase agreements. This
       transaction is similar to borrowing cash. In a reverse repurchase
       agreement the Fund transfers possession of a portfolio instrument to
       another person, such as a financial institution, broker, or dealer, in
       return for a percentage of the instrument's market value in cash, and
       agrees that on a stipulated date in the future the Fund will repurchase
       the portfolio instrument by remitting the original consideration plus
       interest at an agreed upon rate. The use of reverse repurchase agreements
       may enable the Fund to avoid selling portfolio instruments at a time when
       a sale may be deemed to be disadvantageous, but the ability to enter into
       reverse repurchase agreements does not ensure that the Fund will be able
       to avoid selling portfolio instruments at a disadvantageous time.

       When effecting reverse repurchase agreements, liquid assets of the Fund,
       in a dollar amount sufficient to make payment for the obligations 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 is settled.



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

PORTFOLIO TURNOVER


The Fund may trade or dispose of portfolio securities as considered necessary to
meet its investment objective. It is not anticipated that the portfolio trading
engaged in by the Fund will result in its annual portfolio turnover rate
exceeding 100%. For the fiscal years ended August 31, 1994 and 1993, the
portfolio turnover rates were 20% and 0%, respectively.


INVESTMENT LIMITATIONS

    SELLING SHORT AND BUYING ON MARGIN

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

    ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total assets, including the amounts
       borrowed. The Fund will not borrow money or engage in reverse repurchase
       agreements 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. During
       the period any reverse repurchase agreements are outstanding, but only to
       the extent necessary to assure completion of the reverse repurchase
       agreements, the Fund will restrict the purchase of portfolio instruments
       to money market instruments maturing on or before the expiration date of
       the reverse repurchase agreements.

    PLEDGING ASSETS

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

    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.

    INVESTING IN REAL ESTATE


       The Fund will not buy or sell real estate although it may invest in
       municipal bonds secured by real estate or interests in real estate.


    INVESTING IN COMMODITIES

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

    INVESTING IN RESTRICTED SECURITIES

       The Fund will not invest more than 10% of the value of its net assets in
       securities subject to restrictions on resale under the Securities Act of
       1933.

    LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except that it may acquire
       publicly or non-publicly issued municipal bonds or temporary investments
       or enter into repurchase agreements in accordance with its investment
       objective, policies, and limitations or its Declaration of Trust.

    DEALING IN PUTS AND CALLS

       The Fund will not buy or sell puts, calls, straddles, spreads, or any
       combination of these.

    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 would be invested 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, i.e., repurchase
       agreements.



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

The above investment limitations cannot be changed without shareholder approval.
The following 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 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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES 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 1/2 of 1% of the issuer's securities, together own
       more than 5% of the issuer's securities.



    INVESTING IN ILLIQUID SECURITIES


       The Fund will not invest more than 15% of its net assets in illiquid
       obligations, including repurchase agreements providing for settlement in
       more than seven days after notice, and certain restricted securities.


    INVESTING IN NEW ISSUERS


       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds where the principal and interest are the
       responsibility of companies (or guarantors, where applicable) with less
       than three years of continuous operations, including the operation of any
       predecessor.


    INVESTING IN MINERALS


       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, although it may invest in
       securities of issuers which invest in or sponsor such programs.

In addition, in order to comply with certain state restrictions, the Fund may
not invest in real estate limited partnerships.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits 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."

OHIO INVESTMENT RISKS

The economy of the State of Ohio is reliant in part on durable goods
manufacturing, largely concentrated in motor vehicles and equipment, steel,
rubber products and household appliances. During the past decade, competition in
various industries in the State of Ohio has changed from being domestic to
international in nature. In addition, these industries may be characterized as
having excess capacity in particular product segments. The steel industry, in
particular, and the automobile industry, to a lesser extent, share these
characteristics. Because the State of Ohio and certain underlying municipalities
have large exposure to these industries and their respective aftermarkets,
trends in these industries may, over the long term, impact the demographic and
financial position of the State of Ohio and its municipalities. To the degree
that domestic manufacturers in industries to which Ohio municipalities have
exposure fail to make competitive adjustments, employment statistics and
disposable income of residents in Ohio may deteriorate, possibly leading to
population declines and erosion of municipality tax bases.

Both the economic trends above and the political climate in various
municipalities may have contributed to the decisions of various businesses and
individuals to relocate outside the State. A municipality's political climate in
particular may affect its own credit standing. For both the State of Ohio and
underlying Ohio municipalities, adjustment of credit ratings by the rating
agencies may affect the ability to issue securities and thereby affect the
supply of obligations meeting the quality standards for investment by the Fund.


The State acted quickly in response to the national recession. Expenditure
reductions in excess of $700 million coupled with various revenue adjustments
enabled the State to maintain its General Fund balances and restore $21 million
to its budget stabilization reserve during fiscal 1993. The State has relatively
modest debt outstanding as compared to its economic base.



Economic restructuring continues as the State's traditional manufacturing
sectors are gradually replaced by trade and service sectors. This transformation
will reduce the State's sensitivity to economic cycles.


The State has established procedures for municipal fiscal emergencies under
which joint state/local commissions are established to monitor the fiscal
affairs of a financially troubled municipality. When these procedures are
invoked, the municipality must develop a financial plan to eliminate deficits
and cure any defaults. Since their adoption in 1979, these



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

procedures have been applied to approximately twenty-one cities and villages,
including the City of Cleveland; in sixteen of these communities, the fiscal
situation has been resolved and the procedures terminated.

The foregoing discussion only highlights some of the significant financial
trends and problems affecting the State of Ohio and underlying municipalities.

MUNICIPAL SECURITIES INCOME TRUST MANAGEMENT
- --------------------------------------------------------------------------------


OFFICERS AND TRUSTEES



Officers and Trustees are listed with their addresses, present positions with
Municipal Securities Income Trust, and principal occupations.

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

John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

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 and Trustee of the Trust.
- --------------------------------------------------------------------------------

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

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

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.

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

J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA

Vice President and Trustee

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.
- --------------------------------------------------------------------------------

James E. Dowd
571 Hayward Mill Road
Concord, MA

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

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.
- --------------------------------------------------------------------------------

Edward L. Flaherty, Jr.@
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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

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
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, 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.
- --------------------------------------------------------------------------------

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

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

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

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

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

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 Trustees between meetings of the
 Board.


FUND OWNERSHIP

Officers and Trustees own less than 1% of the outstanding Shares.


As of September 28, 1994, the following shareholder of record owned 5% or more
of the outstanding Shares of the Fund: Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, Florida own approximately 3,337,645 shares (45.90%).


THE FUNDS


"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
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; The Medalist Funds: Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust; New
York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters
Funds; Portage 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; and World Investment Series, Inc.


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

ADVISER TO THE FUND


The Fund's investment adviser is Federated Advisers (the "Adviser"). 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 Advisers receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended August
31, 1994, 1993, and 1992, the Adviser earned $332,570, $267,549, and $182,192,
respectively, all of which were 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 2.5% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1.5% per year
       of the remaining average net assets, the adviser will reimburse the Trust
       for its expenses over the limitation.



       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.


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

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


Federated Administrative Services, 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 August 31, 1994, the Administrators collectively earned
$224,287, none of which was waived. For the fiscal years ended August 31, 1993
and 1992, Federated Administrative Services, Inc. earned $283,923 and $184,597.
Dr. Henry J. Gailliot, an officer of Federated Advisers, the Adviser to the
Fund, holds approximately 20% of the outstanding common stock and serves as a
director of Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services.


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------


Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type, and number of accounts
and transactions made by shareholders.


Federated Services Company also maintains the Fund's accounting records. The fee
based on the level of the Fund's average net assets for the period plus out-of
- -pocket expenses.

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
review by the Trustees. The Adviser may select brokers and dealers who offer
brokerage and research services. These services may be furnished directly to the
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.


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


The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.



Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising the Funds and other accounts. To
the extent that receipt of these services may supplant services for which the
Adviser or its affiliates might otherwise have paid, it would tend to reduce
their expenses.


PURCHASING SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales load on days the New York Stock Exchange
is open for business. The procedure for purchasing Shares is explained in the
prospectus under "Investing in Fortress Shares."


DISTRIBUTION AND SHAREHOLDER SERVICES PLANS


These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders 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 Trustees expect 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; and (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.


For the fiscal years ended August 31, 1994, 1993, and 1992, payments in the
amount of $307,350, $209,201, and $61,684, respectively, were made pursuant to
the Distribution Plan. In addition, for the fiscal year ended August 31, 1994,
payments in the amount of $96,785 and $0, respectively, were made pursuant to
the Shareholder Services Plan.


CONVERSION TO FEDERAL FUNDS

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

PURCHASES BY SALES REPRESENTATIVES, FUND TRUSTEES, AND EMPLOYEES

Trustees, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp. and their spouses and
children under 21, may buy shares at net asset value without a sales load.
Shares may also be sold without a sales load to trusts or pension or
profit-sharing plans for these persons. These sales are made with the
purchaser's written assurance that the purchase is for investment purposes and
that the securities will not be resold except through redemption by the Fund.

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

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

VALUING MUNICIPAL BONDS

The Trustees use an independent pricing service to determine the market value of
municipal bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market, and any
other factors or market data it considers


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

relevant in determining valuations for normal institutional size trading units
of debt securities, and does not rely exclusively on quoted prices.

USE OF AMORTIZED COST

The Trustees have decided that the fair value of debt securities authorized to
be purchased by the Fund with remaining maturities of 60 days or less at the
time of purchase, shall be their amortized cost value, unless the particular
circumstances of the security indicate otherwise. Under this method, portfolio
instruments and assets are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at current
market value. The Executive Committee continually assesses this method of
valuation and recommends changes where necessary to assure that the Fund's
portfolio instruments are valued at their fair value as determined in good faith
by the Trustees.

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

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures and contingent deferred
sales charges are explained in the prospectus under "Redeeming Fortress Shares."
Although the Fund does not charge for telephone redemptions, it reserves the
right to charge a fee for the cost of wire-transferred redemptions of less than
$5,000.

REDEMPTION IN KIND

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

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Trust will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
that net asset value is determined. The portfolio instruments will be selected
in a manner that the Trustees deem fair and equitable.

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

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

Fund shareholders are allowed to exchange all or some of their Fortress Shares
for shares in other Fortress Funds, Ohio Municipal Cash Trust, or certain of the
Funds which are sold with a sales load different from that of the Fund's or with
no sales load and which are advised by subsidiaries or affiliates of Federated
Investors. These exchanges are made at net asset value plus the difference
between the Fund's sales load already paid and any sales load of the fund into
which the Shares are to be exchanged, if higher.

REDUCED SALES LOAD

If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales load, the shareholder must notify Federated Securities
Corp. or Federated Services Company in writing.

REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Fortress Shares having a net
asset value which at least meets the minimum investment required for the fund
into which the exchange is being made. Before the exchange, the shareholder must
receive a prospectus of the fund for which the exchange is being made.

This privilege is available to shareholders residing in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
the proceeds invested in shares of the other fund.

A shareholder may obtain further information on the exchange privilege and
prospectuses for Fortress Funds, Ohio Municipal Cash Trust, or certain Federated
Funds by calling the Fund or his financial institution.

TAX CONSEQUENCES


Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the circumstances, a short or long-term capital gain or
loss may be realized.


MAKING AN EXCHANGE

Instructions for exchanges for Fortress Funds, Ohio Municipal Cash Trust, or
certain Federated Funds must be given in writing by the shareholder. Written
instructions may require a signature guarantee.


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

THE FUND'S TAX STATUS


The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, 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.

SHAREHOLDERS' TAX STATUS

    CAPITAL GAINS

       Capital gains or losses may be realized by the Fund on the sale of
       portfolio securities and as a result of discounts from par value on
       securities held to maturity. Sales would generally be made because of:

       - the availability of higher relative yields;

       - differentials in market values;

       - new investment opportunities;

       - changes in creditworthiness of an issuer; or

       - an attempt to preserve gains or limit losses.

       Distributions of long-term capital gains are taxed as such, whether they
       are taken in cash or reinvested, and regardless of the length of time the
       shareholder has owned Shares. Any loss by a shareholder on Shares held
       for less than six months and sold after a capital gains distribution will
       be treated as a long-term capital loss to the extent of the capital gains
       distribution.

TOTAL RETURN
- --------------------------------------------------------------------------------


The Fund's average annual total return for Shares for the fiscal year ended
August 31, 1994, and for the period from October 12, 1990 (date of initial
public investment) to August 31, 1994, were (2.72%) and 7.81%, respectively.



The average annual total return for the Shares of the Fund 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 offering price per share at the end of the period. The
number of shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000 less any applicable sales
load, adjusted over the period by any additional shares, assuming a monthly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge will be deducted from the ending value of the investment
based on the lesser of the original purchase price or the offering price of
shares redeemed.


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

The Fund's yield for Fortress Shares for the 30-day period ended August 31, 1994
was 5.12%.


The yield for the Fund is determined each day by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by Fund Shares over a thirty-day period by the maximum offering price per share
of the respective class on the last day of the period. This value is then
annualized using semi-annual compounding. This means that the amount of income
generated during the thirty day period is assumed to be generated each month
over a twelve-month period and is reinvested every six months. The yield does
not necessarily reflect income actually earned by the Fund because of certain
adjustments required by the Securities and Exchange Commission and, therefore,
may not correlate to the dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, performance will be reduced for those shareholders paying those
fees.


TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

The tax-equivalent yield for shares of the Fund for the 30-day period ended
August 31, 1994 was 7.66%.

The tax-equivalent yield for shares of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that either class would have
had to earn to equal its actual yield, assuming a 28% tax rate and assuming that
income is 100% tax-exempt.


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


The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the Fund's
portfolio generally remains free from federal regular income tax* and is free
from the income taxes imposed by the State of Ohio. As the table below
indicates, a "tax-free" investment is an attractive choice for investors,
particularly in times of narrow spreads between "tax-free" and taxable yields.



<TABLE>
<S>                 <C>          <C>                <C>                <C>                  <C>
                                   TAXABLE YIELD EQUIVALENT FOR 1994**
                                              STATE OF OHIO
- ----------------------------------------------------------------------------------------------------------
FEDERAL TAX BRACKET:
                     15.00 %         28.00 %            31.00 %             36.00 %            39.60 %
COMBINED FEDERAL AND STATE TAX BRACKET:
                     19.457%         33.201%            37.900%             43.500%            47.100%
- ----------------------------------------------------------------------------------------------------------
SINGLE RETURN;      $1-22,100    $22,101-53,500     53,501-115,000     $115,001-250,000     OVER $250,000
- ----------------------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD                                   TAXABLE YIELD EQUIVALENT
- ----------------------------------------------------------------------------------------------------------
     1.50%            1.86%           2.25%              2.42%               2.65%              2.84%
     2.00%            2.48%           2.99%              3.22%               3.54%              3.78%
     2.50%            3.10%           3.74%              4.03%               4.42%              4.73%
     3.00%            3.72%           4.49%              4.83%               5.31%              5.67%
     3.50%            4.35%           5.24%              5.64%               6.19%              6.62%
     4.00%            4.97%           5.99%              6.44%               7.08%              7.56%
     4.50%            5.59%           6.74%              7.25%               7.96%              8.51%
     5.00%            6.21%           7.49%              8.05%               8.85%              9.45%
     5.50%            6.83%           8.23%              8.86%               9.73%              10.40%
     6.00%            7.45%           8.98%              9.66%              10.62%              11.34%
</TABLE>



<TABLE>
<S>                 <C>          <C>                <C>                <C>                  <C>
                                   TAXABLE YIELD EQUIVALENT FOR 1994**
                                              STATE OF OHIO
- ----------------------------------------------------------------------------------------------------------
FEDERAL INCOME TAX BRACKET:
                     15.00 %         28.00 %            31.00 %             36.00 %            39.60 %
- ----------------------------------------------------------------------------------------------------------
COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                     20.201%         33.943%            37.900%             43.500%            47.100%
- ----------------------------------------------------------------------------------------------------------
JOINT RETURN:       $1-36,900    $36,901-89,150     $89,151-140,000    $140,001-250,000     OVER $250,000
- ----------------------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD                                   TAXABLE YIELD EQUIVALENT
- ----------------------------------------------------------------------------------------------------------
     1.50%            1.88%           2.30%              2.42%               2.65%              2.84%
     2.00%            2.51%           3.07%              3.22%               3.54%              3.78%
     2.50%            3.13%           3.84%              4.03%               4.42%              4.73%
     3.00%            3.76%           4.61%              4.83%               5.31%              5.67%
     3.50%            4.39%           5.38%              5.64%               6.19%              6.62%
     4.00%            5.01%           6.14%              6.44%               7.08%              7.56%
     4.50%            5.64%           6.91%              7.25%               7.96%              8.51%
     5.00%            6.27%           7.68%              8.05%               8.85%              9.45%
     5.50%            6.89%           8.45%              8.86%               9.73%              10.40%
     6.00%            7.52%           9.22%              9.66%              10.62%              11.34%
</TABLE>


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.

** 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.


PERFORMANCE COMPARISONS

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



The performance of Shares depends upon such variables as:


- - portfolio quality;

- - average portfolio maturity;

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

- - changes in interest rates and market value of portfolio securities;


- - changes in the Fund's expenses; and


- - various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described above.


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:



- - LEHMAN BROTHERS REVENUE BOND INDEX is a total return performance benchmark for
  the long-term, investment grade, revenue bond market. Returns and attributes
  for the index are calculated semi-monthly.


- - LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
  making comparative calculations using total return. Total return assumes the
  reinvestment of all capital gains distributions and income dividends and takes
  into account any change in offering price over a specific period of time. From
  time to time, the Fund will quote its Lipper ranking in the "general municipal
  bond funds" category in advertising and sales literature.

- - MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
  NASDAQ-listed mutual funds of all types, according to their risk-adjusted
  returns. The maximum rating is five stars, and ratings are effective for two
  weeks.


Advertisements and other sales literature for the Fund may quote total returns
which are calculated on non-standardized base periods. The total returns
represent the historic change in the value of an investment in either class of
shares based on monthly reinvestment of dividends over a specified period of
time.


Advertisements may quote performance information which does not reflect the
effect of the sales load.


APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP("S&P") MUNICIPAL BOND RATINGS


AAA--Debt rated "AAA" has the highest rating assigned by S & P. Capacity to pay
interest and repay principal is extremely strong.


AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.


PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.


MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") MUNICIPAL BOND RATINGS

AAA--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated Baa are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

NR--Not rated by Moody's.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond rating
system. The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

FITCH INVESTORS SERVICE, INC. ("FITCH") LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

NR--NR indicates that Fitch does not rate the specific issue.


Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.



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

STANDARD AND POOR'S RATINGS GROUP MUNICIPAL NOTE RATINGS


SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
(+) designation.


SP-2--Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC. SHORT-TERM LOAN RATINGS

MIG1/VMIG1--This designation denotes best quality. There is a present strong
protection by established cash flows, superior liquidity support or demonstrated
broad based access to the market for refinancing.

MIG2/VMIG2--This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

FITCH INVESTORS SERVICE, INC. SHORT-TERM DEBT RATINGS


F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.



F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.



F-2--Good Credit Quality. Issues carrying this rating have a satisfactory degree
of assurance for timely payment, but the margin of safety is not as great as the
F-1+ and F-1 categories.


STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS


A-1--This highest category indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus (+) sign designation.


A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for issues
designated A-1.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well established access to a
range of financial markets and assured sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.


625922307

0090702B (10/94)




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission