MUNICIPAL SECURITIES INCOME TRUST
485BPOS, 1995-10-30
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                                   1933 Act File No. 33-36729
                                   1940 Act File No. 811-6165

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   Pre-Effective Amendment No.      ..............

   Post-Effective Amendment No.  19  .............       X

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.  19  ............................       X

                       MUNICIPAL SECURITIES INCOME TRUST

               (Exact Name of Registrant as Specified in Charter)

         Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                    (Address of Principal Executive Offices)

                                 (412) 288-1900
                        (Registrant's Telephone Number)

                          John W. McGonigle, Esquire,
                           Federated Investors Tower,
                      Pittsburgh, Pennsylvania 15222-3779
                    (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

 X  immediately upon filing pursuant to paragraph (b)
    on                   pursuant to paragraph (b)
       -----------------
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------

If appropriate, check the following box:

    This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.



Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:

 X  filed the Notice required by that Rule on October 16, 1995; or
    intends to file the Notice required by that Rule on or about             ;
                                                                 ------------
   or
    during the most recent fiscal year did not sell any securities pursuant to
 Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.

                                   Copies to:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, DC  20037


CROSS-REFERENCE SHEET

     This amendment to the Registration Statement of Municipal Securities Income
Trust, which is comprised of five portfolios: (1) Pennsylvania Municipal Income
Fund (Class A Shares), (2) Ohio Municipal Income Fund (Fortress Shares) (3)
Michigan Intermediate Municipal Trust, (4) California Municipal Income Fund
(Fortress Shares), and (5) New York Municipal Income Fund (Fortress Shares) is
comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-5) Cover Page.
Item 2.   Synopsis.................(1-5) Summary of Fund Expenses;
                                   (1-5) Financial Highlights.
Item 3.   Condensed Financial
           Information.............(1-5) Performance Information.
Item 4.   General Description of
           Information ............(1-5) General Information; (1,3) Liberty
                                   Family of Funds; (2,4,5) Fortress
                                   Investment Program; (1-5) Investment
                                   Information; (1-5) Investment Objective,
                                   (1-5) Investment Policies, (1-5)
                                   Investment Limitations; (1-5) Investment
                                   Risks; (1-5) Non-Diversification; (1)
                                   Pennsylvania Municipal Securities; (2)
                                   Ohio Municipal Securities; (3) Michigan
                                   Municipal Securities; (4) California
                                   Municipal Securities; (5) New York
                                   Municipal Securities.
Item 5.   Management of the Fund...(1-5) Municipal Securities Income Trust
                                   Information; (1-5) Management of
                                   Municipal Securities Income Trust; (1,3)
                                   Distribution of Fund Shares; (2,4,5)
                                   Distribution of Fortress Shares; (1-5)
                                   Administration of the Fund.
Item 6.   Capital Stock and Other
           Securities..............(1-5) Dividends and Distributions; (1-5)
                                   Shareholder Information; (1-5) Voting
                                   Rights; (1-5) Massachusetts Partnership
                                   Law; (1-5) Tax Information; (1-5)
                                   Federal Income Tax; (1) Pennsylvania
                                   Taxes; (2) State of Ohio Income Taxes;
                                   (3) Michigan Taxes; (4) California
                                   Income Taxes; (5) New York Taxes; (1-5)
                                   Other State and Local Taxes.


Item 7.   Purchase of Securities
           Being Offered...........(1-5) Net Asset Value; (1) Investing in
                                   Class A Shares; (3) Investing in the
                                   Fund; (2,4,5) Investing in Fortress
                                   Shares; (1-5) Share Purchases; (1-5)
                                   Minimum Investment Required; (1-5) What
                                   Shares Cost; (1-5) Eliminating/Reducing
                                   the Sales Load; (1-5) Systematic
                                   Investment Program; (1-5) Certificates
                                   and Confirmations.
Item 8.   Redemption or Repurchase.(1) Redeeming Class A Shares; (3)
                                   Redeeming Shares; (2,4,5) Redeeming
                                   Fortress Shares; (1-5) Through a
                                   Financial Institution; (1,3) Directly
                                   from the Fund; (2,4,5) Directly By Mail;
                                   (1-5) Receiving Payment; (1-5)
                                   Contingent Deferred Sales Charge; (1-5)
                                   Systematic Withdrawal Program; (1-5)
                                   Accounts with Low Balances; (1-5)
                                   Exchange Privilege; (1,3) Requirements
                                   for Exchange; (1,3) Tax Consequences;
                                   (1,3) Making an Exchange.
Item 9.   Pending Legal Proceedings     None.



PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.  Cover Page...............(1-5) Cover Page.
Item 11.  Table of Contents........(1-5) Table of Contents.
Item 12.  General Information and
           History.................(1-5) General Information About the
                                   Fund; (1-5) About Federated Investors.
Item 13.  Investment Objectives
           and Policies............(1-5) Investment Objectives and
                                   Policies.
Item 14.  Management of the Fund...(1-5) Municipal Securities Income Trust
                                   Management; (1-5) Transfer Agent and
                                   Dividend Disbursing Agent.
Item 15.  Control Persons and Principal
          Holders of Securities....Not Applicable.
Item 16.  Investment Advisory and Other
           Services................(1-5) Investment Advisory Services, (1-
                                   5) Administrative Services.
Item 17.  Brokerage Allocation.....(1-5) Brokerage Transactions.
Item 18.  Capital Stock and Other
           Securities..............Not Applicable.
Item 19.  Purchase, Redemption and
           Pricing of Securities
           Being Offered...........(2,4,5) Purchasing Fortress Shares;
                                   (1,3) Purchasing Shares; (1-5)
                                   Determining Net Asset Value; (2,4,5)
                                   Redeeming Fortress Shares; (1,3)
                                   Redeeming Shares; (1-5) Exchange
                                   Privilege.
Item 20.  Tax Status............. .(1-5) Tax Status.
Item 21.  Underwriters.............Not Applicable.
Item 22.  Calculation of Performance
           Data....................(1-5) Total Return; (1-5) Yield;
                                   (1-5) Tax-Equivalent Yield; (1-5)
                                   Performance Comparisons.
Item 23.Financial Statements       (1-5) Filed in Part A.


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, 1995, 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, which is in paper form only, or a paper copy of this
prospectus, if you have received your prospectus electronically, 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, 1995
    


   
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                                                          5
  Pennsylvania Municipal Securities                                            7
  Investment Risks                                                             7
  Non-Diversification                                                          8
  Investment Limitations                                                       8

NET ASSET VALUE                                                                9
- ------------------------------------------------------
INVESTING IN CLASS A SHARES                                                    9
- ------------------------------------------------------
  Share Purchases                                                              9
  Minimum Investment Required                                                  9
  What Shares Cost                                                            10
  Eliminating/Reducing the Sales Charge                                       11
  Systematic Investment Program                                               12
  Certificates and Confirmations                                              12
  Dividends and Distributions                                                 12

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

REDEEMING CLASS A SHARES                                                      14
- ------------------------------------------------------
  Through a Financial Institution                                             14
  Directly from the Fund                                                      14
  Receiving Payment                                                           15
  Contingent Deferred Sales Charge                                            15
  Systematic Withdrawal Program                                               16
  Accounts with Low Balances                                                  16

MUNICIPAL SECURITIES INCOME TRUST
  INFORMATION                                                                 16
- ------------------------------------------------------

  Management of Municipal Securities
     Income Trust                                                             16
  Distribution of Class A Shares                                              18
  Administration of the Fund                                                  19

SHAREHOLDER INFORMATION                                                       20
- ------------------------------------------------------

  Voting Rights                                                               20
  Massachusetts Partnership Law                                               20

TAX INFORMATION                                                               20
- ------------------------------------------------------

  Federal Income Tax                                                          20
  Pennsylvania Taxes                                                          21
  Other State and Local Taxes                                                 22

PERFORMANCE INFORMATION                                                       22
- ------------------------------------------------------
FINANCIAL HIGHLIGHTS--INCOME SHARES                                           23
- ------------------------------------------------------
FINANCIAL STATEMENTS                                                          24
- ------------------------------------------------------
INDEPENDENT AUDITORS' REPORT                                                  36
- ------------------------------------------------------
ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------
    

   
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
    
<TABLE>
<S>                                                                                               <C>        <C>
                                                       CLASS A SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)..................................................................       3.00%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)...............       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable) (1)..............................................................       0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable).....................................       None
Exchange Fee...........................................................................................       None
                                                  ANNUAL OPERATING EXPENSES
                                           (As a percentage of average net assets)
Management Fee (after waiver) (2)......................................................................       0.14%
12b-1 Fee (3)..........................................................................................       0.00%
Total Other Expenses...................................................................................       0.61%
    Shareholder Services Fee (after waiver) (4)................................................   0.23%
         Total Operating Expenses (5)..................................................................       0.75%
</TABLE>

- ------------
   
(1) Shareholders who purchased shares with the proceeds of a redemption of
    shares of an unaffiliated investment company purchased or redeemed with a
    sales charge and not distributed by Federated Securities Corp. may be
    charged a contingent deferred sales charge of 0.50 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 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 class has no present intention of paying or accruing the 12b-1 fee
    during the fiscal year ending August 31, 1996. If the class were paying or
    accruing the 12b-1 fee, the class would be able to pay up to 0.40% of its
    average daily net assets for the 12b-1 fee. See "Municipal Securities Income
    Trust Information."

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

(5) The total operating expenses would have been 1.03% absent the voluntary
    waivers of a portion of the management fee and the shareholder services fee.

    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 "Investing in Class A Shares" 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........................     $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 36.
    
<TABLE>
<CAPTION>
                                                                                    YEAR ENDED AUGUST 31,
<S>                                                                 <C>        <C>        <C>        <C>            <C>
                                                                      1995       1994       1993       1992          1991(A)
NET ASSET VALUE, BEGINNING OF PERIOD                                $   10.94  $   11.68  $   10.93  $   10.44      $   10.00
- ------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------
  Net investment income                                                  0.65       0.60       0.60      0.627        0.588
- ------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                 0.27      (0.75)      0.75      0.493        0.456
- ------------------------------------------------------------------  ---------  ---------  ---------  ---------    ---------
  Total from investment operations                                       0.92      (0.15)      1.35      1.120        1.044
- ------------------------------------------------------------------  ---------  ---------  ---------  ---------    ---------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------
  Distributions from net investment income                              (0.63)     (0.59)     (0.60)    (0.627)      (0.588)
- ------------------------------------------------------------------
  Distributions in excess of net investment income                         --         --         --     (0.003)(c)   (0.016)(c)
- ------------------------------------------------------------------  ---------  ---------  ---------  ---------    ---------
  Total distributions                                                   (0.63)     (0.59)     (0.60)    (0.630)      (0.604)
- ------------------------------------------------------------------  ---------  ---------  ---------  ---------    ---------
NET ASSET VALUE, END OF PERIOD                                      $   11.23  $   10.94  $   11.68  $   10.93    $   10.44
- ------------------------------------------------------------------  ---------  ---------  ---------  ---------    ---------
TOTAL RETURN (B)                                                         8.76%     (1.34%)    12.71%     11.06%       10.60%
- ------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------
  Expenses                                                               0.75%      0.75%      0.83%      0.73%        0.26%(e)
- ------------------------------------------------------------------
  Net investment income                                                  5.92%      5.27%      5.33%      5.88%        6.45%(e)
- ------------------------------------------------------------------
  Expense waiver/reimbursement (d)                                       0.28%      0.45%      0.70%      0.97%        1.24%(e)
- ------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                      $83,722    $85,860    $69,947    $48,261      $31,067
- ------------------------------------------------------------------
  Portfolio turnover                                                       59%        17%         0%         0%          10%
- ------------------------------------------------------------------
</TABLE>


   
(a) Reflects operations for the period from October 11, 1990 (date of initial
    public investment) to August 31, 1991.

(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(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.

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

(e) 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 dated August 31, 1995, 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").

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 charge 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 value 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 the 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
    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 tax (federal regular income tax does not
include the federal alternative minimum 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.

The Fund invests its assets so at least 80% of its annual interest income is
exempt from federal regular income tax and the Commonwealth of Pennsylvania
personal income taxes. 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 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.
    

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 8600, Boston, MA
02266-8600.
    

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: Federated Services Company, c/o 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 charge, next
determined after an order is received:
    
<TABLE>
<CAPTION>
                                                                            SALES CHARGE AS A    SALES CHARGE 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>


   
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, 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.

No sales charge is imposed for Shares purchased through bank trust departments,
investment advisers registered under the Investment Advisers Act of 1940, as
amended, or to shareholders designated as Liberty Life Members. However,
investors who purchase Shares through a trust department, or investment adviser,
may be charged an additional service fee by the institution. Additionally, no
sales charge is imposed for Shares purchased through "wrap accounts" or similar
programs, under which clients pay a fee or fees for services.

Under certain circumstances described under "Redeeming Class A 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 charge retained by it. On purchases of $1
million or more, the investor pays no sales charge; 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 charge 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 CHARGE

The sales charge 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 investment
    companies.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table on the
previous page, larger purchases reduce the sales charge 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 charge.

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 charge on
the additional purchase according to the schedule now in effect would be 2.50%,
not 3.00%.

To receive the sales charge 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 charge 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 charge 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 charge 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 charge.

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 charge
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 charge. 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 charge. If the
shareholder redeems his Shares, there may be tax consequences.

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge
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 charge. For example, if a shareholder concurrently invested $400,000 in
one of the other Liberty Funds and $600,000 in Shares, the sales charge would be
eliminated. To receive this sales charge 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
charge 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 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. From time to time,
the Fund may offer dealers a payment of .50 of 1% for Shares purchased under
this program. If Shares are purchased in this manner, Fund purchases will be
subject to a contingent deferred sales charge for one year from the date of
purchase.
    

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 charge. 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 charge, 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 may be subject to a contingent deferred
sales charge ("CDSC") and possibly a sales charge.
    

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 8600, Boston,
Massachusetts 02266-8600, 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 should be
sent by insured mail with the written request to: Federated Services Company,
500 Victory Road--2nd Floor, North Quincy, MA 02171. Shareholders should call
the Fund for assistance in redeeming by mail.
    

SIGNATURES.  Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund, or a redemption payable other
than to the shareholder of record must have 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
    Exchanges;

  . 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

   
Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales charge and not distributed by Federated Securities Corp.
may be charged a contingent deferred sales charge of .50 of 1.00% for
redemptions made within one full year of purchase. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of the redemption.

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholders and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than one
full year from the date of purchase with respect to applicable Class A Shares.
Redemptions will be processed in a manner intended to maximize the amount of
redemption which will not be subject to a contingent deferred sales charge. In
computing the amount of the applicable contingent deferred sales charge,
redepmtions are deemed to have occurred in the following order: (1) Shares
acquired through the reinvestment of dividends and long-term capital gains; (2)
Shares held for more than one full year from the date of purchase with respect
to applicable Class A Shares; and (3) Shares held for less than one full year
from the date of purchase with respect to applicable Class A Shares on a
first-in, first-out basis. A contingent deferred sales charge is not assessed
in connection with an exchange of Fund Shares for shares of other funds in the
Liberty Family of Fund in the same class (see "Exchange Privilege"). Any
contingent deferred sales charge imposed at the time the exchanged-for shares
are redeemed is calculated as if the shareholder had held the shares from the
date on which he became a shareholder of the exchanged-from shares.
    


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 charge, 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.

   
Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violation of the codes are subject to review by the Board of Trustees, and
could result in severe penalties.
    

     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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

     J. Scott Albrecht has been the Fund's portfolio manager since March, 1995.
     Mr. Albrecht joined Federated Investors in 1989 and has been a Vice
     President of the Fund's investment adviser since October, 1994. Prior to
     this, Mr. Albrecht served as an Assistant Vice President of the Fund's
     investment adviser. 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.

     Jonathan C. Conley has been the Fund's portfolio manager since its
     inception. Mr. Conley joined Federated Investors in 1979 and has been a
     Vice President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Virginia.
    

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

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  The distributor may also pay
a fee from its own assets to financial institutions as financial assistance for
providing certain services to shareholders or substantial marketing and sales
support. The support may include participating in sales, educational and
training seminars for employees of the financial institution at recreational-
type facilities, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such financial 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 in
addition to the amounts paid under the Distribution Plan and the Shareholder
Services Agreement may be reimbursed by the Fund's Adviser or its affiliates,
and not the Fund.
    

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
<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 8600, Boston,
Massachusetts, 02266-8600, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8600, Boston, MA 02266-8600, is transfer agent for the shares of the Fund,
and dividend disbursing agent for the Fund.

INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
    

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 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 charge 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, advertisements for the Fund may refer to ratings, rankings
and other information in certain financial publications and/or compare the
Fund's performance 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 36.
    
<TABLE>
<CAPTION>
                                                                                              YEAR ENDED AUGUST 31,
                                                                                         1995(A)        1994         1993(B)
<S>                                                                                    <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                    $    10.85    $   11.68    $     11.43
- -------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------
  Net investment income                                                                       0.19         0.51           0.09
- -------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                     (1.00)       (0.75)          0.21
- -------------------------------------------------------------------------------------  -----------    ---------    -----------
  Total from investment operations                                                           (0.81)       (0.24)          0.30
- -------------------------------------------------------------------------------------  -----------    ---------    -----------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------
  Distributions from net investment income                                                   (0.15)       (0.51)         (0.05)
- -------------------------------------------------------------------------------------
  Distributions in excess of net investment income                                              --        (0.08)(e)         --
- -------------------------------------------------------------------------------------  -----------    ---------    -----------
  Total distributions                                                                        (0.15)       (0.59)         (0.05)
- -------------------------------------------------------------------------------------  -----------    ---------    -----------
NET ASSET VALUE, END OF PERIOD                                                         $      9.89    $   10.85    $     11.68
- -------------------------------------------------------------------------------------  -----------    ---------    -----------
TOTAL RETURN (C)                                                                             (8.00%)      (2.13%)         1.20%
- -------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------
  Expenses                                                                                    1.18%(f)     1.50%          1.48%(f)
- -------------------------------------------------------------------------------------
  Net investment income                                                                       5.38%(f)     4.62%          6.13%(f)
- -------------------------------------------------------------------------------------
  Expense waiver/reimbursement (d)                                                            0.26%(f)     0.45%          0.60%(f)
- -------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                       --       $8,982         $2,419
- -------------------------------------------------------------------------------------
  Portfolio turnover                                                                            59%          17%             0%
- -------------------------------------------------------------------------------------
</TABLE>


   
(a) Reflects operations for the period from September 1, 1994 to November 18,
    1994 (date Income Shares ceased operations).

(b) Reflects operations for the period from July 29, 1993 (date of initial
    public investment) to August 31, 1993.

(c) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

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

(e) 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.

(f) Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's
annual report dated August 31, 1995, which can be obtained free of charge.

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

PENNSYLVANIA MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL                                                                              CREDIT
   AMOUNT                                                                               RATING*        VALUE
<C>           <S>                                                                     <C>          <C>
- ------------  ----------------------------------------------------------------------  -----------  --------------
LONG-TERM MUNICIPAL SECURITIES--98.0%
- ------------------------------------------------------------------------------------
              PENNSYLVANIA--94.3%
              ----------------------------------------------------------------------
$  2,000,000  Allegheny County, PA Hospital Development Authority, Health &
              Education Revenue Bonds, 7.00% (Rehabilitation Institute of
              Pittsburgh)/(Original Issue Yield: 7.132%),
              6/1/2022                                                                       BBB   $    2,007,460
              ----------------------------------------------------------------------
   4,700,000  Allegheny County, PA Hospital Development Authority, Health Facilities
              Revenue Refunding Bonds, 6.00% (South Hills Health System)/(Original
              Issue Yield: 6.40%), 5/1/2020                                                    A        4,495,879
              ----------------------------------------------------------------------
   2,525,000  Allegheny County, PA Hospital Development Authority, Revenue Refunding
              Bonds, 6.875% (Children's Hospital of Pittsburgh)/(MBIA INS)/(Original
              Issue Yield: 7.061%),
              7/1/2014                                                                       Aaa        2,667,056
              ----------------------------------------------------------------------
     500,000  Allegheny County, PA Residential Finance Agency, SFM Revenue Bonds
              (Series K), 7.75% (GNMA COL), 12/1/2022                                        Aaa          537,285
              ----------------------------------------------------------------------
     775,000  Allegheny County, PA Residential Finance Agency, SFM Revenue Bonds
              (Series Q), 7.40% (GNMA COL), 12/1/2022                                        Aaa          825,941
              ----------------------------------------------------------------------
   7,000,000  Bradford County, PA IDA, Solid Waste Disposal Revenue Bonds (Series
              A), 6.60% (International Paper Co.), 3/1/2019                                   A-        7,198,800
              ----------------------------------------------------------------------
     750,000  Butler County, PA Hospital Authority, Hospital Revenue Bonds (Series
              A), 7.00% (North Hills Passavant Hospital)/ (CGIC INS), 6/1/2022               AAA          817,260
              ----------------------------------------------------------------------
   1,000,000  Central Bucks, PA School District, UT GO Bonds, 6.90%,
              2/1/2008                                                                        A1        1,072,480
              ----------------------------------------------------------------------
     750,000  Derry Township, PA School District, GO Bonds, 7.00%,
              9/15/2009                                                                       A1          773,197
              ----------------------------------------------------------------------
   1,600,000  Dormont Borough PA, Allegheny County, UT GO Bonds (Series 1995), 7.00%
              (Original Issue Yield: 7.125%), 3/1/2010                                       BBB        1,756,528
              ----------------------------------------------------------------------
   1,000,000  Geisinger Authority, PA Health System, Revenue Bonds, 7.625% (United
              States Treasury PRF)/(Original Issue Yield: 7.697%), 7/1/2009 (@102)           AAA        1,133,260
              ----------------------------------------------------------------------
$    455,000  Hanover, PA Area School District, UT GO Bonds, 7.00% (FGIC INS),
              6/1/2008                                                                       Aaa   $      487,719
              ----------------------------------------------------------------------
   1,000,000  Lackawanna Trail School District, PA, UT GO Refunding Bonds, 6.90%
              (AMBAC INS), 3/15/2010                                                         Aaa        1,084,950
              ----------------------------------------------------------------------
   1,380,000  Latrobe, PA Industrial Development Authority, College Revenue Bonds,
              6.75% (St. Vincent College, PA)/(Original Issue Yield: 7.00%),
              5/1/2024                                                                      Baa1        1,401,832
              ----------------------------------------------------------------------
   1,875,000  Lebanon County, PA Hospital Authority, Hospital Revenue Bonds, 6.00%
              (Good Samaritan Hospital)/(Original Issue Yield: 6.10%), 11/15/2018           BBB+        1,684,838
              ----------------------------------------------------------------------
   2,500,000  Luzerne County, PA IDA, Revenue Refunding Bonds (Series A), 7.00%
              (Pennsylvania Gas & Water Company), 12/1/2017                                  Aaa        2,730,275
              ----------------------------------------------------------------------
   4,000,000  Lycoming County PA Authority, Hospital Lease Revenue Bonds (Series B),
              6.50% (Divine Providence Hospital, PA)/ (Original Issue Yield: 6.70%),
              7/1/2022                                                                        A-        3,969,400
              ----------------------------------------------------------------------
   4,000,000  Pennsylvania Economic Development Finance Authority, Series 1993-C,
              Revenue Bonds, 7.60% (Macmillan Bloedel LTD Partnership)/(Original
              Issue Yield: 7.65%), 12/1/2020                                                Baa2        4,331,880
              ----------------------------------------------------------------------
   8,000,000  Pennsylvania Economic Development Finance Authority, Series 1993-C,
              Wastewater Treatment Revenue Bonds (Series A), 7.60% (Sun Co.,
              Inc.)/(Original Issue Yield: 7.653%), 12/1/2024                               Baa1        8,727,040
              ----------------------------------------------------------------------
   2,290,000  Pennsylvania Housing Finance Authority, SFM Revenue Bond Bonds (Series
              39B), 6.875%, 10/1/2024                                                         AA        2,374,295
              ----------------------------------------------------------------------
     750,000  Pennsylvania Housing Finance Authority, SFM Revenue Bonds (Series 33),
              6.90%, 4/1/2017                                                                 AA          791,625
              ----------------------------------------------------------------------
   1,000,000  Pennsylvania Housing Finance Authority, SFM Revenue Bonds (Series
              34-B), 7.00% (FHA and VA GTDs), 4/1/2024                                        AA        1,041,750
              ----------------------------------------------------------------------
     500,000  Pennsylvania Housing Finance Authority, SFM Revenue Bonds (Series 38),
              6.125%, 10/1/2024                                                               AA          499,630
              ----------------------------------------------------------------------
$  4,540,000  Pennsylvania Housing Finance Authority, SFM Revenue Bonds (Series 28),
              7.65% (FHA GTD), 10/1/2023                                                      AA   $    4,853,578
              ----------------------------------------------------------------------
   2,500,000  Pennsylvania Intergovernmental Coop Authority, Special Tax Revenue
              Bond, Philadelphia Funding Program, 6.75% (FGIC INS)/(Original Issue
              Yield: 7.13%), 6/15/2021                                                       Aaa        2,669,425
              ----------------------------------------------------------------------
   1,600,000  Pennsylvania State Higher Education Facilities Authority, College &
              University Revenue Bonds (Series A), 6.625% (University of
              Pennsylvania)/(Original Issue Yield: 6.742%), 1/1/2017                          Aa        1,628,016
              ----------------------------------------------------------------------
   1,000,000  Pennsylvania State Higher Education Facilities Authority, Hospital
              Revenue Bonds (Series A), 7.25% (Allegheny
              General Hospital)/(Original Issue Yield: 7.40%), 9/1/2017                      AA-        1,068,920
              ----------------------------------------------------------------------
   4,000,000  Pennsylvania State Higher Education Facilities Authority, Revenue
              Bonds (Series A), 7.375% (Medical College of Pennsylvania)/(Original
              Issue Yield: 7.45%), 3/1/2021                                                 Baa1        4,065,400
              ----------------------------------------------------------------------
   2,000,000  Pennsylvania State Higher Education Facilities Authority, Revenue
              Bonds, 6.375% (Drexel University)/(Original Issue Yield: 6.415%),
              5/1/2017                                                                      BBB+        2,004,780
              ----------------------------------------------------------------------
   4,000,000  Philadelphia, PA, (Series 1995A) Airport Revenue Bonds, 6.10%
              (Philadelphia Airport System)/(AMBAC INS)/
              (Original Issue Yield: 6.40%), 6/15/2025                                       Aaa        3,983,200
              ----------------------------------------------------------------------
     600,000  Pittsburgh, PA Water & Sewer Authority, Water & Sewer System Revenue
              Refunding Bonds, 7.25% (United States Treasury PRF)/(Original Issue
              Yield: 7.766%), 9/1/2014                                                       Aaa          702,444
              ----------------------------------------------------------------------
   2,500,000  Scranton-Lackawanna, PA Health & Welfare Authority, Revenue Bonds
              (Series 1994-A), 7.60% (Allied Services Rehabilitation Hospitals, PA),
              7/15/2020                                                                    N RTD        2,559,050
              ----------------------------------------------------------------------
   1,000,000  Sewickley Valley, PA Hospital Authority, Revenue Refunding Bonds
              (Series A), 5.75% (Original Issue Yield: 5.875%), 10/15/2016                     A          915,480
              ----------------------------------------------------------------------
$  1,000,000  Swarthmore Boro Authority PA, College Revenue Bonds, 7.375%
              (Swarthmore College)/(Original Issue Yield: 7.416%), 9/15/2000 (@102)           AA   $    1,135,330
              ----------------------------------------------------------------------
   1,000,000  Warren County, PA Hospital Authority, Revenue Bonds (Series A), 7.00%
              (Warren General Hospital, PA)/(Original Issue Yield: 7.101%), 4/1/2019        BBB+          991,930
              ----------------------------------------------------------------------               --------------
              Total                                                                                    78,987,933
              ----------------------------------------------------------------------               --------------
              PUERTO RICO--3.7%
              ----------------------------------------------------------------------
   3,000,000  Puerto Rico Electric Power Authority, Revenue Bonds (Series T), 6.375%
              (Original Issue Yield: 6.58%), 7/1/2024                                         A-        3,085,950
              ----------------------------------------------------------------------               --------------
              TOTAL LONG-TERM MUNICIPAL SECURITIES
              (IDENTIFIED COST $77,815,496)(A)                                                     $   82,073,883
              ----------------------------------------------------------------------               --------------
</TABLE>


   
(a) The cost of investments for federal tax purposes amounts to $77,815,496. The
    unrealized appreciation/depreciation of investments on a federal tax basis
    amounts to $4,258,387 which is comprised of $4,499,908 appreciation and
    $241,521 depreciation at August 31, 1995.

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

Note: The categories of investments are shown as a percentage of net assets
      ($83,722,069) at August 31, 1995.

The following acronym(s) are used throughout this portfolio:

AMBAC -- American Municipal Bond Assurance Corporation
CGIC -- Capital Guaranty Insurance
          Corporation
COL -- Collateralized
FGIC -- Financial Guaranty Insurance
          Company
FHA -- Federal Housing Administration
GNMA -- Government National Mortgage
            Association
GO -- General Obligation
GTD -- Guaranteed
IDA -- Industrial Development Authority
INS -- Insurance
LTD -- Limited
MBIA -- Municipal Bond Investors Assurance
PRF -- Prerefunded
SFM -- Single Family Mortgage
UT -- Unlimited Tax
VA -- Veterans Administration

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

   
PENNSYLVANIA MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------
    
<TABLE>
<S>                                                                                      <C>         <C>
ASSETS:
- ---------------------------------------------------------------------------------------------------
Total investments in securities, at value (identified and tax cost $77,815,496)                      $  82,073,883
- ---------------------------------------------------------------------------------------------------
Cash                                                                                                        85,145
- ---------------------------------------------------------------------------------------------------
Income receivable                                                                                        1,716,333
- ---------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                  30,622
- ---------------------------------------------------------------------------------------------------
Deferred expenses                                                                                              489
- ---------------------------------------------------------------------------------------------------  -------------
     Total assets                                                                                       83,906,472
- ---------------------------------------------------------------------------------------------------
LIABILITIES:
- ---------------------------------------------------------------------------------------------------
Payable for shares redeemed                                                              $    5,806
- ---------------------------------------------------------------------------------------
Income distribution payable                                                                 148,163
- ---------------------------------------------------------------------------------------
Accrued expenses                                                                             30,434
- ---------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                     184,403
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS for 7,458,342 shares outstanding                                                          $  83,722,069
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS CONSIST OF:
- ---------------------------------------------------------------------------------------------------
Paid in capital                                                                                      $  81,787,157
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation of investments                                                               4,258,387
- ---------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments                                                            (2,486,544)
- ---------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        163,069
- ---------------------------------------------------------------------------------------------------  -------------
     Total Net Assets                                                                                $  83,722,069
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ---------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($83,722,069 / 7,458,342 shares outstanding)                                      $11.23
- ---------------------------------------------------------------------------------------------------  -------------
Offering Price Per Share (100/97.00 of $11.23)*                                                             $11.58
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


   
* See "What Shares Cost."

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

   
PENNSYLVANIA MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------
    
<TABLE>
<S>                                                                           <C>         <C>         <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Interest                                                                                              $ 5,693,026
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------------
Investment advisory fee                                                                   $  341,354
- ----------------------------------------------------------------------------------------
Administrative personnel and services fee                                                    134,042
- ----------------------------------------------------------------------------------------
Custodian fees                                                                                42,491
- ----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                      34,268
- ----------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                      1,670
- ----------------------------------------------------------------------------------------
Auditing fees                                                                                 13,971
- ----------------------------------------------------------------------------------------
Legal fees                                                                                    11,788
- ----------------------------------------------------------------------------------------
Portfolio accounting fees                                                                     25,581
- ----------------------------------------------------------------------------------------
Distribution services fee--Income Shares                                                       8,482
- ----------------------------------------------------------------------------------------
Shareholder services fee--Class A Shares                                                     208,330
- ----------------------------------------------------------------------------------------
Shareholder services fee--Income Shares                                                        4,910
- ----------------------------------------------------------------------------------------
Share registration costs                                                                      16,469
- ----------------------------------------------------------------------------------------
Printing and postage                                                                          22,166
- ----------------------------------------------------------------------------------------
Insurance premiums                                                                             6,969
- ----------------------------------------------------------------------------------------
Taxes                                                                                             91
- ----------------------------------------------------------------------------------------
Miscellaneous                                                                                 14,533
- ----------------------------------------------------------------------------------------  ----------
    Total expenses                                                                           887,115
- ----------------------------------------------------------------------------------------
Waivers--
- ----------------------------------------------------------------------------------------
  Waiver of investment advisory fee                                           $ (222,052)
- ----------------------------------------------------------------------------
  Waiver of shareholder services fee--Class A Shares                             (15,491)
- ----------------------------------------------------------------------------  ----------
    Total waivers                                                                           (237,543)
- ----------------------------------------------------------------------------------------  ----------
         Net expenses                                                                                     649,572
- ----------------------------------------------------------------------------------------------------  -----------
             Net investment income                                                                      5,043,454
- ----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------------------
Net realized loss on investments                                                                       (1,957,166)
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                                    3,480,605
- ----------------------------------------------------------------------------------------------------  -----------
    Net realized and unrealized gain on investments                                                     1,523,439
- ----------------------------------------------------------------------------------------------------  -----------
         Change in net assets resulting from operations                                               $ 6,566,893
- ----------------------------------------------------------------------------------------------------  -----------
</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,
                                                                                           1995          1994
<S>                                                                                    <C>           <C>
- -------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------------------------------
Net investment income                                                                  $  5,043,454  $  5,202,577
- -------------------------------------------------------------------------------------
Net realized gain (loss) on investments ($1,036,056 and $4,200 net losses,
respectively, as computed for federal tax purposes)                                      (1,957,166)     (512,278)
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                      3,480,605    (6,424,038)
- -------------------------------------------------------------------------------------  ------------  ------------
    Change in net assets resulting from operations                                        6,566,893    (1,733,739)
- -------------------------------------------------------------------------------------  ------------  ------------
NET EQUALIZATION CREDITS (DEBITS)--                                                          (4,832)       (3,542)
- -------------------------------------------------------------------------------------  ------------  ------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------------------------------
  Class A Shares                                                                         (4,814,395)   (3,799,070)
- -------------------------------------------------------------------------------------
  Trust Shares                                                                              --         (1,017,184)
- -------------------------------------------------------------------------------------
  Income Shares                                                                             (83,724)     (322,340)
- -------------------------------------------------------------------------------------
Distributions in excess of net investment income
- -------------------------------------------------------------------------------------
  Income Shares                                                                             --            (33,585)
- -------------------------------------------------------------------------------------  ------------  ------------
    Change in net assets resulting from distributions to shareholders                    (4,898,119)   (5,172,179)
- -------------------------------------------------------------------------------------  ------------  ------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------------------------------
Proceeds from sale of shares                                                             18,979,060    45,919,717
- -------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions declared     2,687,386     2,723,609
- -------------------------------------------------------------------------------------
Cost of shares redeemed                                                                 (34,449,869)  (34,783,265)
- -------------------------------------------------------------------------------------  ------------  ------------
    Change in net assets resulting from share transactions                              (12,783,423)   13,860,061
- -------------------------------------------------------------------------------------  ------------  ------------
         Change in net assets                                                           (11,119,481)    6,950,601
- -------------------------------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------------------------------
Beginning of period                                                                      94,841,550    87,890,949
- -------------------------------------------------------------------------------------  ------------  ------------
End of period (including undistributed net investment income of $163,069 and $14,084,
respectively)                                                                          $ 83,722,069  $ 94,841,550
- -------------------------------------------------------------------------------------  ------------  ------------
</TABLE>


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

PENNSYLVANIA MUNICIPAL INCOME FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(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 five, non-diversified
portfolios. The financial statements included herein are 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. Previously, the Fund provided two classes of shares; Class A
Shares and Income Shares. As of November 18, 1994, the Income 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.

     INVESTMENT VALUATIONS--Short-term securities with remaining maturities of
     sixty days or less at the time of purchases may be valued at amortized
     cost, which approximates fair market value. All other securities are valued
     at prices provided by an independent pricing service.

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

     FEDERAL TAXES--It is the 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 income. Accordingly, no
     provisions for federal tax are necessary.

     At August 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $1,048,956, 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 as follows:
<TABLE>
<CAPTION>
    EXPIRATION YEAR         EXPIRATION AMOUNT
<S>                      <C>
         2000                       $12,837
         2001                           $63
         2003                    $1,036,056
</TABLE>


   
     Additionally, net capital losses of $1,437,588 attributable to security
     transactions incurred after October 31, 1994 are treated as arising on the
     first day of the Fund's next taxable year.

     EQUALIZATION--The Fund follows the accounting practice known as
     equalization. With equalization, a portion of the proceeds from sales and
     costs of redemptions of fund shares (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.
    

     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.

     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 in one state than would be a comparable
     tax-exempt mutual fund that invests nationally. In order to reduce the
     credit risk associated with such factors, at August 31, 1995, 25% 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 do not
     exceed 6.2% of total investments.
     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.

     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 shares were as follows:

PENNSYLVANIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          YEAR ENDED AUGUST 31,
                                                                     1995                        1994
CLASS A SHARES                                              SHARES        DOLLARS        SHARES       DOLLARS
<S>                                                       <C>          <C>             <C>         <C>
- --------------------------------------------------------  -----------  --------------  ----------  -------------
Shares sold                                                 4,627,974  $   18,593,886   2,480,778  $  27,675,360
- --------------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                        242,874       2,621,531     211,676      2,388,967
- --------------------------------------------------------
Shares redeemed                                            (5,262,476)    (25,822,912)   (829,711)    (9,244,692)
- --------------------------------------------------------  -----------  --------------  ----------  -------------
     Net change resulting from share
     transactions                                            (391,628) $   (4,607,495)  1,862,743  $  20,819,635
- --------------------------------------------------------  -----------  --------------  ----------  -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                              YEAR ENDED AUGUST 31,
                                                                         1995*                     1994
INCOME SHARES                                                    SHARES       DOLLARS      SHARES      DOLLARS
<S>                                                             <C>        <C>            <C>        <C>
- --------------------------------------------------------------  ---------  -------------  ---------  ------------
Shares sold                                                        39,353  $     385,174    615,174  $  7,054,054
- --------------------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                              6,434         65,855     11,755       129,481
- --------------------------------------------------------------
Shares redeemed                                                  (873,482)    (8,626,957)    (6,383)      (71,646)
- --------------------------------------------------------------  ---------  -------------  ---------  ------------
     Net change resulting from share transactions                (827,695) $  (8,175,928)   620,546  $  7,111,889
- --------------------------------------------------------------  ---------  -------------  ---------  ------------
</TABLE>


*Reflect operations for the period from September 1, 1993 to November 18, 1994
 (date Income Shares ceased operations).
<TABLE>
<CAPTION>
                                                                         YEAR ENDED AUGUST 31,
                                                                   1995                         1994
TRUST SHARES                                              SHARES        DOLLARS        SHARES        DOLLARS
<S>                                                     <C>          <C>             <C>          <C>
- ------------------------------------------------------  -----------  --------------  -----------  --------------
Shares sold                                                      --              --      967,106  $   11,190,303
- ------------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                           --              --       18,160         205,161
- ------------------------------------------------------
Shares redeemed                                                  --              --   (2,314,190)    (25,466,927)
- ------------------------------------------------------  -----------  --------------  -----------  --------------
     Net change resulting from share
     transactions                                                --              --   (1,328,924) $  (14,071,463)
- ------------------------------------------------------  -----------  --------------  -----------  --------------
          Net change resulting from Fund share
          transactions                                   (1,219,323) $  (12,783,423)   1,154,365  $   13,860,061
- ------------------------------------------------------  -----------  --------------  -----------  --------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT 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. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS"), under the
Administrative Services Agreement, provides the Fund with administrative
personnel and services. This 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, the Fund will pay Federated Shareholder
Services up to .25 of 1% of average daily net assets of the Fund for the period.
This fee is to obtain certain services for shareholders and to maintain
shareholder accounts.

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

PORTFOLIO ACCOUNTING FEES--FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.
ORGANIZATIONAL EXPENSES--Organizational and start-up administrative service
expenses of $128,779 were borne initially by Federated Advisers. The Fund has
agreed to reimburse Federated Advisers for the organizational and start-up
administrative expenses during the five year period following effective date.
For the period ended August 31, 1995, the Fund paid $2,132 pursuant to this
agreement.

INTERFUND TRANSACTIONS--During the period ended August 31, 1995, the fund
engaged in purchase and sale transactions with funds that have a common
investment adviser, common Directors/ Trustees, and/or common Officers. These
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $11,300,000 and $11,900,000, respectively.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended August 31, 1995, were as follows:
<TABLE>
<S>                                                                                                  <C>
- ---------------------------------------------------------------------------------------------------
PURCHASES                                                                                            $  50,175,881
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  64,846,981
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


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

To the Board Trustees of Municipal Securities Income Trust
  and Shareholders of Pennsylvania Municipal Income Fund:

We have audited the accompanying statement of assets and liabilities of
Pennsylvania Municipal Income Fund (one of the portfolios comprising Municipal
Securities Income Trust), including the portfolio of investments, as of August
31, 1995, the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended August 31, 1995 and 1994,
and the financial highlights for each of the years in the five-year period ended
August 31, 1995. These financial statements and financial highlights are the
responsibility of the Fund'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, 1995, by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procdures. 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, 1995, 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

Pittsburgh, Pennsylvania
October 13, 1995

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                    <C>
Pennsylvania Municipal Income Fund
                    Class A 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 8600
                                                                           Boston, Massachusetts 02266-8600
- ---------------------------------------------------------------------------------------------------------------------

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

Independent Auditors
                    Deloitte & Touche LLP                                  2500 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222-5401
- ---------------------------------------------------------------------------------------------------------------------
</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, 1995
    

[LOGO] FEDERATED SECURITIES CORP.
       ---------------------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PENNSYLVANIA 15222-3779
   
       Cusip 625922505
       0090701A-A (10/95)
    

                       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, 1995. 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, 1995    






















           FEDERATED SECURITIES CORP.

           Distributor
           A subsidiary of FEDERATED INVESTORS


GENERAL INFORMATION ABOUT THE FUND1        Purchases by Sales Representatives,
                                             Fund
INVESTMENT OBJECTIVE AND POLICIES1
                                             Trustees, and Employees      14
 Acceptable Investments          1        DETERMINING NET ASSET VALUE     14
 When-Issued and Delayed
                                           Valuing Municipal Bonds        14
  Delivery Transactions          2
                                           Use of Amortized Cost          14
 Temporary Investments           2
                                          REDEEMING SHARES                14
 Portfolio Turnover              3
 Investment Limitations          3         Redemption in Kind             14
 Pennsylvania Investment Risks   5        TAX STATUS                      15
MUNICIPAL SECURITIES INCOME TRUST
                                           The Fund's Tax Status          15
MANAGEMENT                       6
                                           Shareholders' Tax Status       15
 Fund Ownership                 11        TOTAL RETURN                    15
 Trustees Compensation          11
                                          YIELD                           15
 Trustee Liability              12
INVESTMENT ADVISORY SERVICES    12        TAX-EQUIVALENT YIELD            16

 Adviser to the Fund            12         Tax-Equivalency Table          16
 Advisory Fees                  12        PERFORMANCE COMPARISONS         17
ADMINISTRATIVE SERVICES         12
                                          ABOUT FEDERATED INVESTORS       17
TRANSFER AGENT AND DIVIDEND
                                          APPENDIX                        19
DISBURSING AGENT                12

BROKERAGE TRANSACTIONS          13

PURCHASING SHARES               13

 Distribution Plan and Shareholder
  Services Agreement            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").
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'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:
     omunicipal notes and municipal commercial paper;
     oserial bonds sold with differing maturity dates;
     otax anticipation notes sold to finance working capital needs of
      municipalities;
     obond anticipation notes sold prior to the issuance of longer-term bonds;
     opre-refunded municipal bonds; and
     ogeneral 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:
     owhether the lease can be terminated by the lessee:
     othe potential recovery, if any, from a sale of the leased property upon
      termination of the lease;
     othe lessee's general credit strength (e.g., its debt, administrative,
      economic and financial characteristics and prospects);
     othe 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");
     oany credit enhancement or legal recourse provided upon an event of non-
      appropriation or other termination of the lease.


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund.  No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
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, 1995 and 1994, the
portfolio turnover rates were 59% and 17%, 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, such as 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 economic base is mature but substantial. In spite of efficiency
gains owed to modernization and restructuring, the Commonwealth's dependence


upon manufacturing and mining continue to leave it vulnerable to long term
national economic trends. The cyclicality of the economy results in wide swings
in employment and state social services spending. Recent data shows improvement
in economic diversification, however, employment growth still lags the nation.
Other challenges for the Commonwealth and its municipalities include slow
population growth and an aging population with will pressure health care
services expenditures. The Commonwealth plans to address these problems with
business tax cuts, controlled social services spending and increased reserves in
the event of an economic downturn. Fiscal 1996 will bring a corporate net income
tax cut. The rate will fall from 11.99% to 9.99%. In addition, the Governor's
budget hopes to build up Pennsylvania's "rainy day" fund to as much as 3% of
expenditures in coming years. 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. The Commonwealth
is currently rated A1, AA-, and AA- by Moody's, Standard & Poor's and Fitch,
respectively.
    
   


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
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President and Trustee of the Trust.




Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.


Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.




Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Vice President and Treasurer
of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice President, Secretary, and
Trustee, Federated Administrative Services; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Vice President and
Secretary of the Funds.


     * This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.


     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.
    
   
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust;; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Newpoint
Funds; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument


Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding Shares.
   
As of October 9, 1995, the following shareholder of record owned 5% or more of
the outstanding Shares of the Fund: Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL, owned approximately 907,387 Shares (12.20%); Selma Wiener
Berkman, Pittsburgh, PA, owned approximately 534,535 Shares (7.19%).
    
   
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue  $ -0-     $ -0- for the Trust and
Trustee and Chairman          68 other investment companies in the Fund Complex
Thomas G. Bigley $214      $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy   $233      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


William J. Copeland        $233    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
J. Christopher Donahue     $ -0-   $ -0- for the Trust and
Trustee and Exec. Vice Pres.       14 other investment companies in the Fund 
                                   Complex

James E. Dowd    $233      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $214    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $233    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $185      $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $214      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $165    $ -0- for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Wesley W. Posvar $214      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts$214      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of five
portfolios.
+The information is provided for the last calendar year.
    


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, 1995, 1994, and 1993, the Adviser earned $341,354, $394,564, and $267,549,
respectively, of which $222,052, $394,564, and $267,549, respectively, 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 years ended August 31, 1995 and 1994, the Administrators collectively
earned $134,042 and $247,255, respectively, none of which was waived. For the
fiscal year ended August 31, 1993, Federated Administrative Services, Inc.
earned $280,332, 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 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:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations; and
   o 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.
   
During the fiscal years ended August 31, 1995, 1994, and 1993, the Fund paid no
brokerage commissions.
    
PURCHASING SHARES

Except under certain circumstances described in the respective prospectuses,
Shares are sold at their net asset value plus a sales charge 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 PLAN AND SHAREHOLDER SERVICES AGREEMENT
    
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, 1995, 1994, and 1993, payments in the
amount of $8,482, $49,274 and $208,401, respectively, were made pursuant to the
Distribution Plan. In addition, for the fiscal year ended August 31, 1995,
payments in the amount of $197,749 were made pursuant to the Shareholder
Services Agreement.
    
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 charge.


Shares may also be sold without a sales charge 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:


   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o 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:
     othe availability of higher relative yields;
     odifferentials in market values;
     onew investment opportunities;
     ochanges in creditworthiness of an issuer; or
     oan 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 the fiscal year ended August 31,
1995, and for the period from October 11, 1990 (date of initial public
investment) to August 31, 1995, were 5.48% and 7.78%, respectively.


    
The average annual total return for 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 charge, 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 the thirty-day period ended August 31, 1995 was 5.56%.
    
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 for the thirty-day period ended August 31,
1995 was 8.83%.
    
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.
   

                         TAXABLE YIELD EQUIVALENT FOR 1995

                             State of Pennsylvania

                  COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
              17.80%  30.80%     33.80%      38.80%     42.40%


    JOINT        $1- $39,001-   $94,251-   $143,601-     OVER
    RETURN    39,000  94,250    143,600     256,500    256,500

    SINGLE       $1- $23,351-   $56,551-   $117,951-     OVER
    RETURN    23,350  56,550    117,950     256,500    256,500


Tax-Exempt Yield         Taxable Yield Equivalent


     1.50%     1.82%    2.17%     2.27%      2.45%       2.60%
     2.00%     2.43%    2.89%     3.02%      3.27%       3.47%
     2.50%     3.04%    3.61%     3.78%      4.08%       4.34%
     3.00%     3.65%    4.34%     4.53%      4.90%       5.21%
     3.50%     4.26%    5.06%     5.29%      5.72%       6.08%
     4.00%     4.87%    5.78%     6.04%      6.54%       6.94%
     4.50%     5.47%    6.50%     6.80%      7.35%       7.81%
     5.00%     6.08%    7.23%     7.55%      8.17%       8.68%
     5.50%     6.69%    7.95%     8.31%      8.99%       9.55%
     6.00%     7.30%    8.67%     9.06%      9.80%      10.42%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state and
    local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only.  It is not an indicator
    of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
        


PERFORMANCE COMPARISONS

The performance of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's class expenses; and
   o 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:
   o 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.
   o 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.


   o 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 charge.
   
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making -- structured, straightforward, and consistent.  This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds with
approximately $6.6 billion in total assets.  In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities.


J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds.  These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through it subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to theses institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by more


wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.





















*source:  Investment Company Institute
    
APPENDIX

STANDARD & 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 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 & 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 & 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.
   


Cusip #625922505
0090701B (10/95)
    



- --------------------------------------------------------------------------------
    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, 1995,  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, which is  in paper  form only, or  a paper  copy of  this
     prospectus,  if you have received your prospectus electronically, 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, 1995
    

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                            5
  Ohio Municipal Securities                      7
  Investment Risks                               7
  Non-Diversification                            8
  Investment Limitations                         8
NET ASSET VALUE                                  8
- --------------------------------------------------
INVESTING IN FORTRESS SHARES                     9
- --------------------------------------------------
  Share Purchases                                9
  Minimum Investment Required                    9
  What Shares Cost                              10
  Eliminating/Reducing the Sales Charge         10
  Systematic Investment Program                 12
  Exchange Privilege                            12
  Certificates and Confirmations                12


  Dividends and Distributions                   13
REDEEMING FORTRESS SHARES                       13
- --------------------------------------------------
  Through a Financial Institution               13
  Directly by Mail                              14
  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                                 20
- --------------------------------------------------
  Federal Income Tax                            20
  State of Ohio Income Taxes                    21
  Other State and Local Taxes                   21

PERFORMANCE INFORMATION                         22


- --------------------------------------------------
FINANCIAL STATEMENTS                            23
- --------------------------------------------------
INDEPENDENT AUDITORS' REPORT                    36
- --------------------------------------------------
ADDRESSES                        Inside Back Cover
- --------------------------------------------------
</TABLE>



    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
   


<TABLE>
<CAPTION>
                                         FORTRESS SHARES
                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>        <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................      1.00%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable) (1)...................................................................      1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................       None
Exchange Fee.....................................................................................       None

<CAPTION>

                                    ANNUAL OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (2)................................................................      0.05%
12b-1 Fee (after waiver) (3).....................................................................      0.15%
Total Other Expenses.............................................................................      0.70%
  Shareholder Services Fee............................................................      0.25%
        Total Operating Expenses (4).............................................................      0.90%
</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  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 operating  expenses in  the  table above  are based  on expenses
    expected during the fiscal year ending August 31, 1996. The total  operating
    expenses were 0.90% for the fiscal year ended August 31, 1995 and would have
    been  1.50% absent a portion of the voluntary waivers of the management fee,
    the 12b-1 fee and the shareholder services fee.

   
    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  Fortress  Shares" and"Municipal  Securites 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 equivalant  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.

                                       1

OHIO MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditors' Report on page 36.

   


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED AUGUST 31,
                                                                -------------------------------------------------------
                                                                 1995        1994        1993        1992       1991(a)
- ------------------------------------------------------------    -------     -------     -------     -------     -------
<S>                                                             <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                            $11.01      $11.65      $10.89      $10.40      $10.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.60        0.56        0.57        0.61        0.57
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          0.20       (0.64)       0.77        0.49        0.41
- ------------------------------------------------------------    -------     -------     -------     -------     -------
  Total from investment operations                                0.80       (0.08)       1.34        1.10        0.98
- ------------------------------------------------------------    -------     -------     -------     -------     -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Distributions from net investment income                       (0.59)      (0.56)      (0.57)      (0.61)      (0.57)
- ------------------------------------------------------------
  Distributions in excess of net investment income                0.00        0.00       (0.01)(b)    0.00       (0.01)(b)
- ------------------------------------------------------------    -------     -------     -------     -------     -------
  Total distributions                                            (0.59)      (0.56)      (0.58)      (0.61)      (0.58)
- ------------------------------------------------------------    -------     -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD                                  $11.22      $11.01      $11.65      $10.89      $10.40
- ------------------------------------------------------------    -------     -------     -------     -------     -------
                                                                -------     -------     -------     -------     -------
TOTAL RETURN (c)                                                  7.65%      (0.72%)     12.69%      10.91%      10.01%


- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.90%       0.90%       0.87%       0.73%       0.28%(d)
- ------------------------------------------------------------
  Net investment income                                           5.53%       5.02%       5.13%       5.79%       6.35%(d)
- ------------------------------------------------------------
  Expense waiver/reimbursement (e)                                0.60%       0.55%       0.83%       1.35%       1.66%(d)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                       $70,532     $81,566     $73,973     $28,924     $19,840
- ------------------------------------------------------------
  Portfolio turnover                                                33%         20%          0%          0%         11%
- ------------------------------------------------------------
</TABLE>



    

(a) Reflects operations for  the period from October  12, 1990 (date of  initial
    public investment) to August 31, 1991.

(b) 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.

   
(c)  Based  on net  asset  value, which  does not  reflect  the sales  charge or
    contingent deferred sales charge, if applicable.
    

(d) Computed on an annualized basis.

(e) 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, dated August 31, 1995, 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 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 charge 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 one to 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.,  providing  growth of  capital  and income
     -
       through high-quality stocks;
    

   
    -  California Municipal Income  Fund, 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;
    

                                       3

   
    -  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., providing  above average  income  and
     -
       capital appreciation through income producing equity securities;
    



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

   
    -  Limited Term Municipal  Fund, 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, providing  current income  exempt from
     -
       federal regular income tax, New York personal income taxes, and New  York
       municipalities income taxes;
    

   
    -  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  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.
    

   
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. 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.
    

                                       4

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 & 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

                                       5

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 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).

                                       6

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.

                                       7

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.

                                       8

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 "Supplemental  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,  P.O. Box
     -
       8600, Boston, MA 02266-8600.
    

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.

                                       9

WHAT SHARES COST

   
Shares are sold  at their  net asset  value next  determined after  an order  is
received, plus a sales charge of 1% of the offering price (which is 1.01% of the
net  amount invested).  Further, there  is no sales  charge for  purchases of $1
million or more. In  addition, no sales charge  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  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, 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 charge retained by  it. Any portion of the
sales charge 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 charge 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  charge 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/REDUCING THE SALES CHARGE
    

   
The sales charge 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; or

    - concurrent purchases.

                                       10

   
QUANTITY DISCOUNTS AND  ACCUMULATED PURCHASES.   There  is no  sales charge  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 charge.
    

   
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  charge 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 charge  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
charge 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 charge may be eliminated by signing a


letter of intent to that effect. This letter of intent includes a provision  for
a sales charge 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 charge.
    

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 charge. 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  charge.  If  the  shareholder  redeems  his  Shares,  there  may  be  tax
consequences.
    

   
CONCURRENT   PURCHASES.    For  purposes  of   qualifying  for  a  sales  charge
elimination, a shareholder has the  privilege of combining concurrent  purchases
of two or more funds in the Fortress Investment
    

                                       11

   
Program,  the purchase prices of which include a sales charge. For example, if a
shareholder concurrently invested $400,000  in one of  the other Fortress  Funds
and  $600,000 in Shares, the  sales charge would be  eliminated. To receive this
sales charge 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 charge 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 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  1.00%  sales  charge  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 charge (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
may be subject to a CDSC and possibly a sales charge.
    

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.

                                       12

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  charge,  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 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 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.

                                       13


DIRECTLY BY MAIL

   
Shareholders  may also redeem  Shares by sending a  written request to Federated
Services Company, P.O. Box 8600, Boston, MA 02266-8600. 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 should be sent by insured mail with
the  written  request to:  Federated Services  Company, 500  Victory Road  - 2nd
Floor, North Quincy, MA 02171.
    

   
SIGNATURES.  Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with  the Fund, or a redemption payable  other
than  to the  shareholder of record  must have 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


      Exchanges;

    - 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..................        4 years or less                      1%
$2,000,000 to $4,999,999..........        2 years or less                     .50%
$5,000,000 or more................        1 year or less                      .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

                                       14

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 to the extent that no payment was advanced for purchases
made by or through such entities.
    

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 charge, it is
not  advisable for shareholders  to be purchasing  Shares while participating in
this program.
    

                                       15



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.

   
Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violation of the codes are subject to review by the Board of Trustees, and
could result in severe penalties.
    

    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.

                                       16

    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. With over $72 billion invested across more
    than  260 funds under management  and/or administration by its subsidiaries,
    as of December 31,  1994, Federated Investors is  one of the largest  mutual
    fund  investment  managers  in  the  United  States.  With  more  than 1,750
    employees, Federated continues to be led  by the management who founded  the
    company  in 1955. Federated funds are presently at work in and through 4,000
    financial   institutions   nationwide.   More   than   100,000    investment
    professionals have selected Federated funds for their clients.
    

   
    J.  Scott Albrecht has been the  Fund's portfolio manager since March, 1995.
    Mr. Albrecht  joined  Federated  Investors  in 1989  and  has  been  a  Vice
    President  of the  Fund's investment adviser  since October,  1994. Prior to
    this, Mr.  Albrecht served  as an  Assistant Vice  President of  the  Fund's
    investment  adviser.  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.


    

    Jonathan  C.  Conley  has  been  the  Fund's  portfolio  manager  since  its
    inception. Mr. Conley joined Federated Investors in 1979 and has been a Vice
    President of  the Fund's  investment adviser  since 1982.  Mr. Conley  is  a
    Chartered  Financial Analyst  and received  his M.B.A.  in Finance  from the
    University of Virginia.

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  PLAN AND SHAREHOLDER SERVICES.   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  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  services  or  distribution  related  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

                                       17

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

   
SUPPLEMENTAL  PAYMENTS TO  FINANCIAL INSTITUTIONS.   Federated  Securities Corp.
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,  in addition to payments made pursuant to the Distribution Plan and
Shareholder  Services  Agreement,  Federated  Securities  Corp.  and   Federated
Shareholder  Services,  from their  own assets,  may pay  financial institutions
supplemental  fees   for  the   performance  of   substantial  sales   services,
distribution-related  support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their  employees
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 Adviser or its affiliates,  and
not the Fund.
    

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

                                       18

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
        --------------------        ------------------------------------
        <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  8600,  Boston,
Massachusetts 02266-8600, is custodian for the securities and cash of the Fund.
    

   
TRANSFER  AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8600, Boston, Massachusetts 02266-8600, is transfer agent for the Shares  of
the Fund and dividend disbursing agent for the Fund.
    

   
INDEPENDENT  AUDITORS.   The independent  auditors for  the Fund  are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
    

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 October 9,
1995, Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL, owned 37.45% 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

                                       19

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

                                       20

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.

                                       21

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 charge  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, advertisements  for the Fund may  refer to ratings, rankings
and other  information  in certain  financial  publications and/or  compare  the
Fund's performance to certain indices.
    

                                       22


OHIO MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                   RATING*     VALUE
- -----------  ------------------------------------------------------------  -------  -----------
<C>          <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--98.0%
- -------------------------------------------------------------------------
             OHIO--92.0%
             ------------------------------------------------------------
$   400,000  Akron, Bath & Copley, OH Joint Township, Revenue Bonds,
             7.45% (Children's Hospital Medical Center, Akron)/(United
             States Treasury PRF)/(Original Issue Yield: 7.698%),
             11/15/2000 (@102)                                               Aaa    $   461,736
             ------------------------------------------------------------
    200,000  Akron, Bath & Copley, OH Joint Township, Revenue Bonds,
             7.45% (Children's Hospital Medical Center, Akron)/(United
             States Treasury PRF)/(Original Issue Yield: 7.698%),
             11/15/2000 (@102)                                               Aaa        230,868
             ------------------------------------------------------------
    750,000  Ashland County, OH, LT GO Bonds, 7.00%, 12/1/2011                A         812,363
             ------------------------------------------------------------
    300,000  Bellefontaine, OH, Storm Water Utility LT GO Bonds, 7.05%,
             6/1/2011                                                         A         322,365
             ------------------------------------------------------------
    750,000  Bowling Green State University, OH, Revenue Bonds, 6.35%
             (Original Issue Yield: 6.45%), 6/1/2008                          A         788,857
             ------------------------------------------------------------
    900,000  Brunswick, OH, UT GO Bonds, 7.35% (Original Issue Yield:


             7.446%), 12/1/2010                                               A         995,418
             ------------------------------------------------------------
  2,500,000  Cleveland, OH Airport System, Revenue Bonds (Series A),
             6.00% (FGIC INS)/(Original Issue Yield: 6.378%), 1/1/2024       Aaa      2,492,975
             ------------------------------------------------------------
  2,000,000  Cleveland, OH Public Power System, Revenue Bonds, First
             Mortgage (Series A), 7.00% (MBIA INS)/(Original Issue Yield:
             7.15%), 11/15/2024                                              Aaa      2,269,640
             ------------------------------------------------------------
  2,600,000  Columbus, OH Municipal Airport Authority, Improvement
             Revenue Bonds, 6.25% (Port Columbus Intl Airport)/(MBIA
             INS)/(Original Issue Yield: 6.35%), 1/1/2024                    Aaa      2,659,280
             ------------------------------------------------------------
  1,000,000  Cuyahoga County, OH Hospital Authority, Revenue Bonds, 6.25%
             (Fairview General Hospital)/(Original Issue Yield: 6.321%),
             8/15/2010                                                       A1       1,014,920
             ------------------------------------------------------------
</TABLE>




                                       23

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                   RATING*     VALUE
- -----------  ------------------------------------------------------------  -------  -----------
<C>          <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
             OHIO--CONTINUED
             ------------------------------------------------------------
$ 1,500,000  Cuyahoga County, OH Hospital Authority, Revenue Bonds, 6.25%
             (Meridia Health System)/(Original Issue Yield: 6.80%),
             8/15/2024                                                       A1     $ 1,507,455
             ------------------------------------------------------------
    800,000  Cuyahoga County, OH Hospital Authority, Revenue Bonds, 6.50%
             (University Hospital of Cleveland)/ (Original Issue Yield:
             6.68%), 1/15/2019                                               AA         819,080
             ------------------------------------------------------------
    780,000  Cuyahoga County, OH Hospital Authority, Revenue Refunding
             Bonds, 6.875% (University Hospital of Cleveland)/(AMBAC
             INS)/(Original Issue Yield: 6.954%), 1/15/2019                  Aaa        844,342
             ------------------------------------------------------------
    500,000  Cuyahoga County, OH Hospital Authority, Revenue Refunding
             Bonds, 8.00% (Cleveland Clinic)/(Original Issue Yield:
             8.068%), 12/1/2015                                              Aa         540,980
             ------------------------------------------------------------
    800,000  Cuyahoga County, OH, UT GO Jail Facilities Bonds, 7.00%
             (Original Issue Yield: 7.065%), 10/1/2013                       Aa         914,344
             ------------------------------------------------------------


  1,000,000  Eaton, OH IDA, Revenue Refunding Bonds, 6.50% (Baxter
             International, Inc.), 12/1/2012                                 A-       1,020,750
             ------------------------------------------------------------
    500,000  Franklin County, OH Hospital Facility Authority, Hospital
             Revenue Refunding & Improvement Bonds, 7.25% (Riverside
             United Methodist Hospital)/(MBIA INS)/(Original Issue Yield:
             7.29%), 5/15/2020                                               Aaa        556,755
             ------------------------------------------------------------
    260,000  Franklin County, OH Hospital Facility Authority, Revenue
             Refunding & Improvement Bonds (Series B), 7.50% (Riverside
             United Methodist Hospital)/(Original Issue Yield: 7.60%),
             5/15/2008                                                       Aa         297,656
             ------------------------------------------------------------
  2,500,000  Franklin County, OH Hospital Facility Authority, Revenue
             Refunding Bonds (Series A), 5.75% (Riverside United
             Methodist Hospital)/(Original Issue Yield: 6.10%), 5/15/2020    Aa       2,404,200
             ------------------------------------------------------------
</TABLE>




                                       24

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                   RATING*     VALUE
- -----------  ------------------------------------------------------------  -------  -----------
<C>          <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
             OHIO--CONTINUED
             ------------------------------------------------------------
$ 1,300,000  Hamilton County, OH Health System, Revenue Refunding Bonds,
             Providence Hospital, 6.875% (Franciscan Sisters)/(Original
             Issue Yield: 7.05%), 7/1/2015                                  BBB-    $ 1,302,808
             ------------------------------------------------------------
    700,000  Hamilton County, OH Hospital Facilities Authority, Revenue
             Refunding & Improvement Bonds, 7.00% (Deaconess
             Hospital)/(Original Issue Yield: 7.046%), 1/1/2012               A         744,387
             ------------------------------------------------------------
  2,500,000  Hamilton County, OH Hospital Facilities Authority, Revenue
             Refunding Bonds (Series A), 6.25% (Bethesda Hospital,
             OH)/(Original Issue Yield: 6.55%), 1/1/2012                     A1       2,542,125
             ------------------------------------------------------------
    440,000  Lakewood, OH Hospital Improvement Authority, Revenue
             Refunding Bonds (Series One), 6.00% (Lakewood Hospital,
             OH)/(MBIA INS)/(Original Issue Yield: 6.90%), 2/15/2010         Aaa        447,652
             ------------------------------------------------------------
    500,000  Lebanon, OH Waterworks System, Revenue Improvement and
             Refunding Bonds, 7.10%, 3/1/2008                                 A         546,705
             ------------------------------------------------------------


    420,000  Marysville, OH, LT Sewer System GO Bonds, 7.15%, 12/1/2011       A         456,624
             ------------------------------------------------------------
  1,000,000  Middleburg Heights, OH, LT GO Bonds, 7.20%, 12/1/2011           Aa       1,111,350
             ------------------------------------------------------------
  1,000,000  Montgomery County, OH Health Facilities Authority, Revenue
             Bonds (Series A), 6.625% (Sisters of Charity Health Care
             System)/(MBIA INS)/(Original Issue Yield: 6.80%), 5/15/2021     Aaa      1,057,560
             ------------------------------------------------------------
  3,000,000  Moraine, OH Solid Waste Disposal Authority, Revenue Bonds,
             6.75% (General Motors Corp.)/(Original Issue Yield: 6.80%),
             7/1/2014                                                       BBB+      3,342,030
             ------------------------------------------------------------
  1,750,000  Northeast OH Regional Sewer District, Wastewater Revenue
             Bonds, 6.50% (AMBAC INS)/(Original Issue Yield: 6.85%),
             11/15/2016                                                      Aaa      1,830,727
             ------------------------------------------------------------
</TABLE>




                                       25

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                   RATING*     VALUE
- -----------  ------------------------------------------------------------  -------  -----------
<C>          <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
             OHIO--CONTINUED
             ------------------------------------------------------------
$10,515,000  Ohio HFA, Residential Mortgage Revenue Bonds (Series B-2),
             6.70% (GNMA COL), 3/1/2025                                      AAA    $10,819,935
             ------------------------------------------------------------
  2,445,000  Ohio HFA, SFM Revenue Bonds (Series A), 7.65% (GNMA
             COL)/(Original Issue Yield: 7.669%), 3/1/2029                   AAA      2,552,091
             ------------------------------------------------------------
    315,000  Ohio HFA, SFM Revenue Bonds (Series A), 7.80% (GNMA COL),
             3/1/2030                                                        Aaa        334,719
             ------------------------------------------------------------
  2,500,000  Ohio State Air Quality Development Authority, PCR Refunding
             Bonds (Series A), 5.95% (Ohio Edison Co.), 5/15/2029           BBB-      2,241,075
             ------------------------------------------------------------
  1,250,000  Ohio State Air Quality Development Authority, PCR Refunding
             Bonds (Series A), 7.45% (Ohio Edison Co.)/ (FGIC INS),
             3/1/2016                                                        Aaa      1,380,875
             ------------------------------------------------------------
  4,800,000  Ohio State Air Quality Development Authority, Revenue
             Refunding Bonds, 6.375% (JMG Funding Limited
             Partnership)/(AMBAC INS)/(Original Issue Yield: 6.493%),


             1/1/2029                                                        Aaa      4,963,488
             ------------------------------------------------------------
  1,700,000  Ohio State Water Development Authority, PCR Refunding Bonds,
             5.95% (Ohio Edison Co.), 5/15/2029                             Baa2      1,538,483
             ------------------------------------------------------------
    650,000  Ohio State Water Development Authority, Pure Water Revenue
             Bonds, 7.00% (Original Issue Yield: 7.65%), 6/1/1998 (@100)      A         698,841
             ------------------------------------------------------------
    350,000  Rocky River, OH City School District, UT GO Bonds (Series
             A), 6.90% (Original Issue Yield: 6.98%), 12/1/2011              Aa         377,972
             ------------------------------------------------------------
    500,000  South Euclid, OH, UT GO Refunding Bonds, 7.00%, 12/1/2011       A1         545,170
             ------------------------------------------------------------
    500,000  Tiffin, OH, LT GO Bonds, 7.10%, 12/1/2011                        A         542,295
             ------------------------------------------------------------
  3,500,000  Toledo-Lucas County, OH Port Authority, Port Facilities
             Revenue Refunding Bonds, 5.90% (Cargill, Inc.)/ (Original
             Issue Yield: 5.981%), 12/1/2015                                 Aa3      3,504,760
             ------------------------------------------------------------
</TABLE>




                                       26

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                   RATING*     VALUE
- -----------  ------------------------------------------------------------  -------  -----------
<C>          <S>                                                           <C>      <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
             OHIO--CONTINUED
             ------------------------------------------------------------
$   500,000  University of Cincinnati, OH, General Receipts Revenue Bonds
             (Series B), 7.00% (Original Issue Yield: 7.05%), 6/1/2011       AA-    $   542,770
             ------------------------------------------------------------
    500,000  University of Cincinnati, OH, Revenue Bonds (Series 12),
             6.50% (Original Issue Yield: 6.613%), 6/1/2011                  AA-        525,040
             ------------------------------------------------------------           -----------
                 Total                                                               64,903,466
             ------------------------------------------------------------           -----------
             PUERTO RICO--3.5%
             ------------------------------------------------------------
  2,400,000  Puerto Rico Electric Power Authority, Revenue Bonds (Series
             T), 6.375% (Original Issue Yield: 6.58%), 7/1/2024              A-       2,468,760
             ------------------------------------------------------------           -----------
             VIRGIN ISLANDS--2.5%
             ------------------------------------------------------------
  1,750,000  Virgin Islands HFA, SFM Revenue Refunding Bonds (Series A),
             6.50% (GNMA COL)/(Original Issue Yield: 6.522%), 3/1/2025       AAA      1,765,505
             ------------------------------------------------------------           -----------
               TOTAL LONG-TERM MUNICIPAL SECURITIES


               (IDENTIFIED COST $65,998,148)                                         69,137,731
             ------------------------------------------------------------           -----------
SHORT-TERM MUNICIPAL SECURITIES--0.4%
- -------------------------------------------------------------------------
             PUERTO RICO--0.4%
             ------------------------------------------------------------
    300,000  Puerto Rico Government Development Bank Weekly VRDNs (Credit
             Suisse, Zurich LOC)                                            A-1+        300,000
             ------------------------------------------------------------           -----------
               TOTAL SHORT-TERM MUNICIPAL SECURITIES (AT AMORTIZED COST)                300,000
             ------------------------------------------------------------           -----------
               TOTAL INVESTMENTS (IDENTIFIED COST $66,298,148)(A)                   $69,437,731
             ------------------------------------------------------------           -----------
                                                                                    -----------
</TABLE>




(a) The cost of investments for federal tax purposes amounts to $66,298,148. The
    unrealized  appreciation of  investments on a  federal tax  basis amounts to
    $3,139,583 which  is  comprised  of  $3,503,847  appreciation  and  $364,264
    depreciation at August 31, 1995.

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

 Note: The categories of  investments are shown  as a percentage  of net  assets
       ($70,531,523) at August 31, 1995.

                                       27

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


<TABLE>
<S>        <C>
The following acronyms are used throughout this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
COL        --Collateralized
FGIC       --Financial Guaranty Insurance Company
GNMA       --Government National Mortgage Association
GO         --General Obligation
HFA        --Housing Finance Authority
IDA        --Industrial Development Authority
INS        --Insurance
LOC        --Letter of Credit
LT         --Limited Tax
MBIA       --Municipal Bond Investors Assurance
PCR        --Pollution Control Revenue
PRF        --Prerefunded
SFM        --Single Family Mortgage
UT         --Unlimited Tax
VRDNs      --Variable Rate Demand Notes
</TABLE>




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

                                       28

OHIO MUNICIPAL INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------

   


<TABLE>
<S>                                                        <C>       <C>
ASSETS:
- -------------------------------------------------------------------
Total investments in securities, at value (identified and
tax cost $66,298,148)                                                $69,437,731
- -------------------------------------------------------------------
Cash                                                                      74,335
- -------------------------------------------------------------------
Income receivable                                                      1,278,356
- -------------------------------------------------------------------
Receivable for shares sold                                                35,581
- -------------------------------------------------------------------
Deferred expenses                                                            436
- -------------------------------------------------------------------  -----------
    Total assets                                                      70,826,439
- -------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
Payable for shares redeemed                                $128,855
- ---------------------------------------------------------
Income distribution payable                                 122,321
- ---------------------------------------------------------
Accrued expenses                                             43,740
- ---------------------------------------------------------  --------
    Total liabilities                                                    294,916
- -------------------------------------------------------------------  -----------
NET ASSETS for 6,284,930 shares outstanding                          $70,531,523
- -------------------------------------------------------------------  -----------


                                                                     -----------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------
Paid in capital                                                      $68,304,646
- -------------------------------------------------------------------
Net unrealized appreciation of investments                             3,139,583
- -------------------------------------------------------------------
Accumulated net realized loss on investments                            (977,929)
- -------------------------------------------------------------------
Undistributed net investment income                                       65,223
- -------------------------------------------------------------------  -----------
    Total Net Assets                                                 $70,531,523
- -------------------------------------------------------------------  -----------
                                                                     -----------
NET ASSET VALUE, Offering Price and Redemption Proceeds
Per Share:
- -------------------------------------------------------------------
Net Asset Value Per Share
($70,531,523 DIVIDED BY 6,284,930 shares outstanding)                $     11.22
- -------------------------------------------------------------------  -----------
                                                                     -----------
Offering Price Per Share (100 DIVIDED BY 99.00 of
$11.22)*                                                             $     11.33
- -------------------------------------------------------------------  -----------
                                                                     -----------
REDEMPTION PROCEEDS Per Share (99.00 DIVIDED BY 100 of
$11.22)**                                                            $     11.11
- -------------------------------------------------------------------  -----------
                                                                     -----------


</TABLE>



    

   
 * See "What Shares Cost."
    
   
** See "Contingent Deferred Sales Charge."
    

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

                                       29

OHIO MUNICIPAL INCOME FUND

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------


<TABLE>
<S>                                            <C>        <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                              $4,683,841
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------
Investment advisory fee                                   $  291,144
- --------------------------------------------------------
Administrative personnel and services fee                    125,000
- --------------------------------------------------------
Custodian fees                                                54,875
- --------------------------------------------------------
Transfer and dividend disbursing agent fees
and expenses                                                  49,748
- --------------------------------------------------------
Directors'/Trustees' fees                                        937
- --------------------------------------------------------
Auditing fees                                                 13,971
- --------------------------------------------------------
Legal fees                                                     3,662
- --------------------------------------------------------
Portfolio accounting fees                                     24,834
- --------------------------------------------------------
Distribution services fee                                    291,139
- --------------------------------------------------------
Shareholder services fee                                     181,962
- --------------------------------------------------------


Share registration costs                                      20,890
- --------------------------------------------------------
Printing and postage                                          14,659
- --------------------------------------------------------
Insurance premiums                                             6,010
- --------------------------------------------------------
Taxes                                                          1,247
- --------------------------------------------------------
Miscellaneous                                                 13,754
- --------------------------------------------------------  ----------
    Total expenses                                         1,093,832
- --------------------------------------------------------
Waivers and reimbursements--
- ---------------------------------------------
  Waiver of investment advisory fee            $(256,279)
- ---------------------------------------------
  Waiver of distribution services fee           (180,166)
- ---------------------------------------------
  Waiver of shareholder services fee              (1,796)
- ---------------------------------------------  ---------
    Total waivers                                           (438,241)
- --------------------------------------------------------  ----------
      Net expenses                                                       655,591
- --------------------------------------------------------------------  ----------
        Net investment income                                          4,028,250
- --------------------------------------------------------------------  ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
- --------------------------------------------------------------------


Net realized loss on investments                                        (712,819)
- --------------------------------------------------------------------
Net change in unrealized appreciation of
investments                                                            1,576,901
- --------------------------------------------------------------------  ----------
    Net realized and unrealized gain on
    investments                                                          864,082
- --------------------------------------------------------------------  ----------
        Change in net assets resulting from
        operations                                                    $4,892,332
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>




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

                                       30

OHIO MUNICIPAL INCOME FUND

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

   


<TABLE>
<CAPTION>
                                                      YEAR ENDED AUGUST 31,
                                                ---------------------------------
                                                     1995              1994
                                                ---------------   ---------------
<S>                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------
OPERATIONS--
- ----------------------------------------------
Net investment income                             $   4,028,250     $   4,196,252
- ----------------------------------------------
Net realized gain (loss) on investments
($782,520 and $595 net losses, respectively,
as computed for federal tax purposes)                  (712,819)         (255,186)
- ----------------------------------------------
Net change in unrealized appreciation
(depreciation)                                        1,576,901        (4,648,123)
- ----------------------------------------------  ---------------   ---------------
    Change in net assets resulting from
      operations                                      4,892,332          (707,057)
- ----------------------------------------------  ---------------   ---------------
NET EQUALIZATION CREDITS (DEBITS)--                     (39,884)          (11,943)
- ----------------------------------------------  ---------------   ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------
Distributions from net investment income
- ----------------------------------------------


  Trust Shares                                                0          (330,980)
- ----------------------------------------------
  Fortress Shares                                    (3,954,127)       (3,779,954)
- ----------------------------------------------  ---------------   ---------------
    Change in net assets resulting from
    distributions to shareholders                    (3,954,127)       (4,110,934)
- ----------------------------------------------  ---------------   ---------------
SHARE TRANSACTIONS--
- ----------------------------------------------
Proceeds from sale of shares                          6,748,209        28,336,326
- ----------------------------------------------
Net asset value of shares issued to
shareholders in payment of distributions
declared                                              1,562,674         1,388,664
- ----------------------------------------------
Cost of shares redeemed                             (20,243,640)      (23,607,643)
- ----------------------------------------------  ---------------   ---------------
    Change in net assets resulting from share
      transactions                                  (11,932,757)        6,117,347
- ----------------------------------------------  ---------------   ---------------
        Change in net assets                        (11,034,436)        1,287,413
- ----------------------------------------------
NET ASSETS:
- ----------------------------------------------
Beginning of period                                  81,565,959        80,278,546
- ----------------------------------------------  ---------------   ---------------
End of period (including undistributed net
investment income of $65,223 and $30,984,
respectively)                                     $  70,531,523     $  81,565,959


- ----------------------------------------------  ---------------   ---------------
                                                ---------------   ---------------
</TABLE>



    

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

                                       31

OHIO MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(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  five, non-diversified
portfolios. The  financial statements  included herein  are 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 shareholders  interest is  limited to the  portfolio in  which shares  are
held.
    

   
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.

    INVESTMENT  VALUATIONS--Short-term securities  with remaining  maturities of
    sixty days or less at the time of purchase may be valued at amortized  cost,
    which  approximates fair  market value. All  other securities  are valued at
    prices provided by an independent pricing service.

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

    FEDERAL TAXES--It is the 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 income.  Accordingly,  no
    provisions for federal tax are necessary.

   
    At  August 31, 1995, the Fund, for  federal tax purposes, had a capital loss
    carryforward of  $792,780,  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
    

                                       32

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
    liability  for  federal  tax.  Pursuant  to  the  Code,  such  capital  loss
    carryforward will expire as follows:

   


<TABLE>
<CAPTION>
               EXPIRATION YEAR       EXPIRATION AMOUNT
               ---------------       -----------------
               <S>                   <C>
                    2000                  $  9,665
                    2002                  $    595
                    2003                  $782,520
</TABLE>



    

   
    Additionally,  net  capital  losses  of  $185,150  attributable  to security
    transactions incurred after October 31, 1994  are treated as arising on  the
    first day of the Fund's next taxable year.
    

   
    EQUALIZATION--The   Fund   follows   the   accounting   practice   known  as
    equalization. With equalization, a  portion of the  proceeds from sales  and
    costs  of redemptions of fund  shares (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 income per share  is unaffected by sales  or
    redemptions of fund shares.
    

    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.

    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 in one state than would be a comparable
    tax-exempt mutual  fund that  invests  nationally. In  order to  reduce  the
    credit  risk associated with such factors, at  August 31, 1995, 49.4% 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 do not
    exceed 22.3% of total investments.

    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.

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

                                       33

OHIO 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,
                                                    --------------------------------------------------
                                                              1995                      1994
                                                    ------------------------  ------------------------
FORTRESS SHARES                                       SHARES      DOLLARS       SHARES      DOLLARS
- --------------------------------------------------  ----------  ------------  ----------  ------------
<S>                                                 <C>         <C>           <C>         <C>
Shares sold                                            626,737  $  6,748,209   2,071,672  $ 23,380,919
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                 144,421     1,562,674     117,979     1,333,119
- --------------------------------------------------
Shares redeemed                                     (1,896,511)  (20,243,640) (1,127,610)  (12,701,562)
- --------------------------------------------------  ----------  ------------  ----------  ------------
  Net change resulting from share transactions      (1,125,353) $(11,932,757)  1,062,041  $ 12,012,476
- --------------------------------------------------  ----------  ------------  ----------  ------------
                                                    ----------  ------------  ----------  ------------
</TABLE>




   


<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                                         AUGUST 31, 1994,
                                                    --------------------------
TRUST SHARES                                          SHARES        DOLLARS
- --------------------------------------------------  -----------   ------------
<S>                                                 <C>           <C>
Shares sold                                             429,857   $  4,955,407
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                    4,891         55,545
- --------------------------------------------------
Shares redeemed                                        (975,921)   (10,906,081)
- --------------------------------------------------  -----------   ------------
  Net change resulting from share transactions         (541,173)  $ (5,895,129)
- --------------------------------------------------  -----------   ------------
                                                    -----------   ------------
</TABLE>



    

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT 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 any portion of its fee. The Adviser can modify or terminate this
voluntary at any time at its sole discretion.

ADMINISTRATIVE   FEE--Federated  Administrative  Services   ("FAS"),  under  the
Administrative  Services  Agreement,  provides  the  Fund  with   administrative
personnel  and services.  This 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 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  Trust
will compensate Federated Securities
    

                                       34

OHIO MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------


Corp.  ("FSC"), the principle  distributor, from the  net assets of  the Fund to
finance activities intended to result in the sale of the Fund's shares. The Plan
provides that the Fund may  incur distribution expenses up to  .40 of 1% of  the
average  daily  net  assets  of  the  Fund,  annually,  to  compensate  FSC. The
distributor may  voluntarily  choose  to  waive any  portion  of  its  fee.  The
distributor  can modify or  terminate this voluntary  waiver at any  time at its
sole discretion.

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 daily net assets of the Fund shares for the period. This fee is to
obtain  certain services for shareholders  and to maintain shareholder accounts.
FSS may voluntarily choose  to waive a  portion of this fee.  FSS can modify  or
terminate this voluntary waiver at any time at its sole discretion.

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

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

ORGANIZATION  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  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,


1995, the Fund paid $3,688 and $7,376, respectively, pursuant to this agreement.

   
INTERFUND TRANSACTIONS--During the year ended August 31, 1995, the Fund  engaged
in  purchase  and sale  transactions with  funds that  have a  common investment
adviser (or affiliated investment  advisers), common Directors/Trustees,  and/or
common  Officers. These transactions were made  at current market value pursuant
to  Rule  17a-7  under  the  Act  amounting  to  $12,250,000  and   $11,850,000,
respectively.
    

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
period ended August 31, 1995, were as follows:


<TABLE>
<S>                                                                  <C>
- -------------------------------------------------------------------
PURCHASES                                                            $23,606,654
- -------------------------------------------------------------------  -----------
SALES                                                                $34,982,160
- -------------------------------------------------------------------  -----------
</TABLE>




                                       35

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

To the Board Trustees of Municipal Securities Income Trust
and Shareholders of OHIO MUNICIPAL INCOME FUND:

   
We  have audited  the accompanying statement  of assets and  liabilities of Ohio
Municipal Income Fund  (one of  the portfolios  comprising Municipal  Securities
Income  Trust), including the  portfolio of investments, as  of August 31, 1995,
the related statement of  operations for the year  then ended, the statement  of
changes  in net  assets for the  years ended August  31, 1995 and  1994, and the
financial highlights for each of the years in the five-year period ended  August
31,   1995.  These  financial  statements   and  financial  highlights  are  the
responsibility of the  Fund'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, 1995, 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  Ohio  Municipal
Income Fund as of August 31, 1995, 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.

Pittsburgh, Pennsylvania
October 13, 1995

                                       36

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

   


<TABLE>
<S>                                                              <C>
Ohio 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 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

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

Independent Auditors
              Deloitte & Touche LLP                              2500 One PPG Place


                                                                 Pittsburgh, Pennsylvania 15222-5401
- -------------------------------------------------------------------------------------------
</TABLE>



    

                                       37

- --------------------------------------------------------------------------------
                                            OHIO MUNICIPAL INCOME
                                            FUND
                                            FORTRESS SHARES

                                            PROSPECTUS

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

   
                                           October 31, 1995
    

   
[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip #625922307


           0090702A-FS (10/95)                     [RECYCLED PAPER LOGO]

    

                           OHIO MUNICIPAL INCOME FUND
                                FORTRESS SHARES
               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
                      STATEMENT OF ADDITIONAL INFORMATION
      
   This Statement of Additional Information should be read with the prospectus
   of Fortress Shares of Ohio Municipal Income Fund (the "Fund") dated October
   31, 1995. 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, 1995    









           FEDERATED SECURITIES
           CORP.

           Distributor
           A subsidiary of FEDERATED
           INVESTORS


GENERAL INFORMATION ABOUT THE FUND1        Conversion to Federal Funds    14
                                           Purchases by Sales Representatives,
INVESTMENT OBJECTIVE AND POLICIES1
                                             Fund
 Acceptable Investments          1           Trustees, and Employees      14
 When-Issued and Delayed                  DETERMINING NET ASSET VALUE     14
  Delivery Transactions          2
                                           Valuing Municipal Bonds        14
 Temporary Investments           2
                                           Use of Amortized Cost          14
 Portfolio Turnover              3
                                          REDEEMING FORTRESS SHARES       14
 Investment Limitations          3
 Ohio Investment Risks           5         Redemption in Kind             14
MUNICIPAL SECURITIES INCOME TRUST         EXCHANGE PRIVILEGE              15
MANAGEMENT                       6
                                           Reduced Sales Charge           15
 Fund Ownership                 10         Requirements for Exchange      15
 Trustees Compensation          11         Tax Consequences               15
 Trustee Liability              11         Making An Exchange             15
INVESTMENT ADVISORY SERVICES    12        TAX STATUS                      15

 Adviser to the Fund            12         The Fund's Tax Status          15
 Advisory Fees                  12         Shareholders' Tax Status       15
ADMINISTRATIVE SERVICES         12        TOTAL RETURN                    16

TRANSFER AGENT AND DIVIDEND               YIELD                           16
DISBURSING AGENT                12
                                          TAX-EQUIVALENT YIELD            16
BROKERAGE TRANSACTIONS          13
                                           Tax-Equivalency Table          16
PURCHASING FORTRESS SHARES      13        PERFORMANCE COMPARISONS         17

 Distribution Plan and Shareholder        ABOUT FEDERATED INVESTORS       18
  Services Agreement            13
                                          APPENDIX                        20


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 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").
INVESTMENT OBJECTIVE AND POLICIES

   
The Fund's investment objective is to provide current income exempt from federal
regular income and the 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'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:


     ogovernmental 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;
     omunicipal notes and tax-exempt commercial paper;
     oserial bonds;
     otax anticipation notes sold to finance working capital needs of
      municipalities;
     obond anticipation notes sold in anticipation of the issuance of long-term
      bonds;
     opre-refunded municipal bonds whose timely payment of interest and
      principal is ensured by an escrow of U.S. government obligations; and
     ogeneral 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:
     owhether the lease can be terminated by the lessee:
     othe potential recovery, if any, from a sale of the leased property upon
      termination of the lease;
     othe lessee's general credit strength (e.g., its debt, administrative,
      economic and financial characteristics and prospects);
     othe likelihood that the lessee will discontinue appropriating funding for
      the leased property because the property is no longer deemed essential to
      its operations (e.g., the potential for an "event of non-appropriation");
      and


     oany credit enhancement or legal recourse provided upon an event of non-
      appropriation or other termination of the lease.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
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, 1995 and 1994, the
portfolio turnover rates were 33% and 20%, 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, such as 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 are listed with their addresses, present positions with
Municipal Securities Income Trust, and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.





William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.




J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.




Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.





Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.




Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.







Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Vice President and Treasurer
of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice President, Secretary, and
Trustee, Federated Administrative Services; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Vice President and
Secretary of the Funds.


     * This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.


     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.
    
   
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust;; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Newpoint
Funds; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument


Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.
    
FUND OWNERSHIP -
Officers and Trustees own less than 1% of the outstanding Shares.
   
As of October 9, 1995, the following shareholder of record owned 5% or more of
the outstanding Shares of the Fund: Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL, own approximately 2,343,622 Shares (37.45%).
    
   
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue  $ -0-     $ -0- for the Trust and
Trustee and Chairman          68 other investment companies in the Fund Complex
Thomas G. Bigley $203      $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy   $222      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland        $222    $117,202 for the Trust and


Trustee                    64 other investment companies in the Fund Complex
J. Christopher Donahue     $ -0-   $ -0- for the Trust and
Trustee and Exec. Vice Pres.       14 other investment companies in the Fund 
                                   Complex

James E. Dowd    $222      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $203    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $222    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $175      $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $203      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $157    $ -0- for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Wesley W. Posvar $203      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts$203      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of five
portfolios.
+The information is provided for the last calendar year.
    
   


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, 1995, 1994, and 1993, the Adviser earned $291,144, $332,570, and $267,549,
respectively, of which $256,279, $332,570, and $267,549, respectively, 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 years ended August 31, 1995 and 1994, the Administrators collectively
earned $125,000 and$224,287, respectively, none of which was waived. For the


fiscal year ended August 31, 1993, Federated Administrative Services, Inc.
earned $283,923. 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:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations; and


   o 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.
   
During the fiscal years ended August 31, 1995, 1994, and 1993, the Fund paid no
brokerage commissions.
    
PURCHASING FORTRESS SHARES

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales charge 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 PLAN AND SHAREHOLDER SERVICES AGREEMENT
    
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, 1995, 1994, and 1993, payments in the
amount of $291,139, $307,350, and $209,201, respectively, were made pursuant to
the Distribution Plan. In addition, for the fiscal year ended August 31, 1995,
payments in the amount of $181,962 were made pursuant to the Shareholder
Services Agreement, of which $1,796 was waived.
    
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 charge.
Shares may also be sold without a sales charge 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 charge different from that of the Fund's or
with no sales charge 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 charge already paid and any sales charge of
the fund into which the Shares are to be exchanged, if higher.
REDUCED SALES CHARGE
If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales charge, 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:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o 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:
     o  the availability of higher relative yields;
     odifferentials in market values;
     onew investment opportunities;
     ochanges in creditworthiness of an issuer; or
     oan 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 returns for the fiscal year ended August 31,
1995, and for the period from October 12, 1990 (date of initial public
investment) to August 31, 1995, were 5.54% and 7.97%, 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
charge, 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 the 30-day period ended August 31, 1995 was 5.17%.
    


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 Fund's tax-equivalent yield for the 30-day period ended August 31, 1995 was
7.74%.
    
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.
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 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.
   
                         TAXABLE YIELD EQUIVALENT FOR 1995

                                 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       $1- $23,351-   $56,551-   $117,951-     OVER
    RETURN    23,350  56,550    117,950     256,500    256,500


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%



    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state and
    local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only.  It is not an indicator
    of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
PERFORMANCE COMPARISONS

The performance of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's expenses; and
   o 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:


   o 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.
   o 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.
   o 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 charge.

    
   
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making -- structured, straightforward, and consistent.  This
has resulted in a history of competitive performance with a range of competitive


investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds with
approximately $6.6 billion in total assets.  In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds.  These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*


*source:  Investment Company Institute
Federated Investors, through it subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to theses institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
    
APPENDIX

STANDARD & 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 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. ("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 & 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 & 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.
   
    


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

Cusip #625922307
0090702B (10/95)


(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,
1995, 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,
which is in paper form only, or a paper copy of this prospectus, if you have
received your prospectus electronically, 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, 1995
    

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

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 Charge                                       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 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 Fund Shares                                                 17
  Administration of the Fund                                                  17

SHAREHOLDER INFORMATION                                                       19
- ------------------------------------------------------

  Voting Rights                                                               19


  Massachusetts Partnership Law                                               19

TAX INFORMATION                                                               19
- ------------------------------------------------------

  Federal Income Tax                                                          19
  Michigan Taxes                                                              20
  Other State and Local Taxes                                                 21

PERFORMANCE INFORMATION                                                       21
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          22
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  37
    
- ------------------------------------------------------

   
ADDRESSES                                                                     38
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------


   


<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)........................................             3.00%
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................              None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)(1)...................             0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...........              None
Exchange Fee.................................................................              None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(2).............................................             0.00%
12b-1 Fee....................................................................              None
Total Other Expenses (after expense reimbursement)...........................             0.50%
     Shareholder Services Fee (after waiver)(3)..............................    0.07%
     Total Operating Expenses(4).............................................             0.50%
</TABLE>



    

   
(1) Shareholders who purchased shares with the proceeds of a redemption of
shares of an unaffiliated investment company purchased or redeemed with a sales
charge and not distributed by Federated Securities Corp. may be charged a
contingent deferred sales charge of 0.50 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 0.40%.

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

(4) The total operating expenses in the table above are based on expenses
expected during the fiscal year ending August 31, 1996. The total operating
expenses were 0.50% for the fiscal year ended August 31, 1995 and would have
been 1.15% absent the voluntary waivers of the management fee and the
shareholder services 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 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.

MICHIGAN INTERMEDIATE MUNICIPAL TRUST

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,
                                                          ---------------------------------------
                                                           1995       1994       1993      1992(A)
                                                          ------     ------     ------     ------
<S>                                                       <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                      $10.59     $11.02     $10.38     $10.00
- -------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------
  Net investment income                                     0.54       0.53       0.55       0.56
- -------------------------------------------------------
  Net realized and unrealized gain (loss) on
     investments                                            0.21      (0.43)      0.64       0.38
- -------------------------------------------------------   ------     ------     ------     ------
  Total from investment operations                          0.75       0.10       1.19       0.94
- -------------------------------------------------------   ------     ------     ------     ------
LESS DISTRIBUTIONS
- -------------------------------------------------------
  Distributions from net investment income                 (0.54)     (0.53)     (0.55)     (0.56)
- -------------------------------------------------------   ------     ------     ------     ------
NET ASSET VALUE, END OF PERIOD                            $10.80     $10.59     $11.02     $10.38
- -------------------------------------------------------   ------     ------     ------     ------
TOTAL RETURN (B)                                            7.39%      0.88%     11.73%      9.60%
- -------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------
  Expenses                                                  0.50%      0.50%      0.37%      0.07%(c)


- -------------------------------------------------------
  Net investment income                                     5.19%      4.87%      5.11%      5.66%(c)
- -------------------------------------------------------
  Expense waiver/reimbursement (d)                          0.65%      0.57%      1.06%      1.26%(c)
- -------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------
  Net assets, end of period (000 omitted)                 $60,621    $58,480    $50,625    $26,998
- -------------------------------------------------------
  Portfolio turnover                                          23%        13%         3%        26%
- -------------------------------------------------------
</TABLE>



    

(a) Reflects operations for the period from September 18, 1991 (date of initial
    public investment) to August 31, 1992.

   
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
    

(c) Computed on an annualized basis.

(d) 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 dated August 31, 1995, 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. 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 charge 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;

     - 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 value 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
       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 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 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.

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
state of Michigan and Michigan municipalities personal income taxes. 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.



INVESTMENT POLICIES

   
The Fund pursues its investment objective by investing primarily in a portfolio
of Michigan municipal securities. Under normal market conditions, the
dollar-weighted average portfolio maturity of the Fund will be between three and
ten years, and the Funds' average-weight duration will be between three and
seven years. 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.


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.

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 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) 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.

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 8600, Boston, MA 02266-8600.
    

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: Federated Services Company, c/o State Street Bank and Trust
Company, Boston, Massachusetts 02266-8600; 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 charge,
next determined after an order is received:
    



   


<TABLE>
<CAPTION>
                                                             SALES CHARGE AS    SALES CHARGE AS
                                                                    A                  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>



    


The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, 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.

   
No sales charge is imposed for shares purchased through bank trust departments,
investment advisers registered under the Investment Advisers Act of 1940, as
amended, or to shareholders designated as Liberty Life Members. However,
investors who purchase shares through a trust department, or investment adviser,
may be charged an additional service fee by the institution. Additionally, no
sales charge is imposed for shares purchased through "wrap accounts" or similar
programs, under which clients pay a fee or fees for services.
    

   
DEALER CONCESSION.  For sales of shares, the distributor will normally offer to
pay dealers up to 100% of the sales charge retained by it. On purchases of $1
million or more, the investor pays no sales charge; 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 charge 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 CHARGE
    

   
The sales charge 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 investment
       companies.

   
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.' As shown in the table on the


previous page, larger purchases reduce the sales charge 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 charge.
    

   
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 charge on the additional purchase according to the schedule now in effect
would be 2.50%, not 3.00%.
    

   
To receive the sales charge 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 charge 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 charge may be reduced
by signing 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 charge 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 charge.
    

   
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 charge
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 charge.


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
charge. If the shareholder redeems his shares in the Fund, there may be tax
consequences.
    

   
CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge
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 charge. 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
charge would be eliminated.
    

   
To receive this sales charge 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 charge
after it confirms the purchases.
    

   
PURCHASES WITH PROCEEDS FROM REDEMPTION OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase shares of the fund at net asset value, without a sales
charge, with the proceeds from the redemption of shares of a mutual fund 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. From time to time, the
Fund may offer dealers a payment of .50 of 1% for shares purchased under this
program. If shares are purchased in this manner, Fund purchases will be subject
to a contingent deferred sales charge for one year from the date of purchase.
    


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 charge. 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 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 charge, 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 may be subject to a
contingent deferred sales charge ("CDSC") and possibly a sales charge.
    


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,
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 8600, Boston, Massachusetts
02266-8600, 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
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 should be sent by
insured mail with the written request to: Federated Services Company, 500
Victory Road-2nd Floor, North Quincy, MA 02171. Shareholders should call the
Fund for assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund, or a redemption payable other
than to the shareholder of record must have 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
       Exchanges;

     - 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

   
Shares purchased under a periodic special offering with the proceeds of a
redemption of shares of an unaffiliated investment company purchased or redeemed
with a sales charge and not distributed by Federated Securities Corp. may be
charged a contingent deferred sales charge of .50 of 1.00% for redemptions made
within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
shares at the time of purchase or the net asset value of the redeemed shares at
the time of redemption.
    

   
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) shares held for more than one
full year from the date of purchase with respect to applicable shares.
Redemptions will be processed in a manner intended to maximize the amount of
redemption which will not be subject to a contingent deferred sales charge. In
computing the amount of the applicable contingent deferred sales charge,
redemptions are deemed to have occurred in the following order: (1) shares
acquired through the reinvestment of dividends and long-term capital gains; (2)
shares held for more than one full year from the date of purchase with respect
to applicable shares; and (3) shares held for less than one full year from the


date of purchase with respect to applicable shares on a first-in, first-out
basis. A contingent deferred sales charge is not assessed in connection with an
exchange of Fund shares for shares of other funds in the Liberty Family of Funds
in the same class (see "Exchange Privilege"). Any contingent deferred sales
charge imposed at the time the exchanged-for shares are redeemed is calculated
as if the shareholder had held the shares from the date on which he became a
shareholder of the exchanged-from shares.
    

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 charge, 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.  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.

   


Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violation of the codes are subject to review by the Board of Trustees, and
could result in severe penalties.
    

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee
     equal to .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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.
    

   
     J. Scott Albrecht has been the Fund's portfolio manager since April, 1994.
     Mr. Albrecht joined Federated Investors in 1989 and has been a Vice
     President of the Fund's investment adviser since October, 1994. Prior to
     this, Mr. Albrecht served as an Assistant Vice President of the Fund's
     investment adviser. 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.
    

   
     Jonathan C. Conley has been the Fund's portfolio manager since its
     inception. Mr. Conley joined Federated Investors in 1979 and has been a
     Vice President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the


     University of Virginia.
    

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
 ADMINISTRATIVE FEE      NET 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.


SHAREHOLDER SERVICES.  The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to 0.25 of 1% of the
average daily net asset value of the shares, computed at an annual rate, to
obtain certain personal services for shareholders and provide the maintenance of
shareholder accounts. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily under the
Shareholder Services Agreement. Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to periodic
payments to financial institutions under the Shareholder Services Agreement, the
distributor may also pay a fee from its own assets to financial institutions as
financial assistance for providing certain services to shareholders or
substantial marketing and sales support. The support may include participating
in sales, educational and training seminars for employees of the financial
institution at recreational-type facilities, providing sales literature, and


engineering computer software programs that emphasize the attributes of the
Fund. Such financial 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 Adviser or its affiliates,
and not the Fund.

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 8600, Boston,
Massachusetts 02266-8600, is custodian for the securities and cash of the Fund.
    

   
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company, P.O.
Box 8600, Boston, Massachusetts 02266-8600, is transfer agent for the shares of
the Fund and dividend disbursing agent for the Fund.
    



   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
    


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 of October 9, 1995,
ENBANCO, Traverse City, MI, owned 37.68% 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 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 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 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, distributions 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 from obligations of Michigan or any of its political
subdivisions; or (ii) income from obligations of the United States government
which are exempted from state income taxation by a law of the United States.
    

That portion of a shareholder's shares in the Fund representing (i) bonds or
other similar obligations of Michigan or its political subdivision, or (ii)
obligations of the United States which are exempt from taxation by a law of 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 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 charge 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, advertisements for the Fund may refer to ratings, rankings
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
    


MICHIGAN INTERMEDIATE MUNICIPAL TRUST

PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

   


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--97.9%
- -------------------------------------------------------------------------
              MICHIGAN--97.9%
              -----------------------------------------------------------
$  100,000    Ann Arbor, MI Public School District, UT GO Bonds, 6.50%
              (Michigan State GTD)/(Original Issue Yield: 6.70%),
              5/1/1999                                                         Aa      $   105,473
              -----------------------------------------------------------
   500,000    Ann Arbor, MI, UT GO Bonds, 5.20% (Original Issue Yield:
              5.25%), 9/1/2004                                                 A1          510,080
              -----------------------------------------------------------
   230,000    Ann Arbor, MI, UT GO Bonds, 6.00%, 9/1/2000                      A1          244,552
              -----------------------------------------------------------
   215,000    Ann Arbor, MI, UT GO Bonds, 6.00%, 9/1/2001                      A1          229,813
              -----------------------------------------------------------
   100,000    Auburn Hills, MI, LT GO Bonds, 6.50%, 5/1/1997                   A           103,935
              -----------------------------------------------------------
   600,000    Avondale, MI School District, UT GO Refunding Bonds, 5.40%
              (Michigan State GTD)/(Original Issue Yield: 5.45%),
              5/1/2003                                                         A1          618,552
              -----------------------------------------------------------
   500,000    Avondale, MI School District, UT GO Refunding Bonds, 6.75%
              (Michigan State GTD)/(Original Issue Yield: 6.95%),


              5/1/2014                                                         A1          525,730
              -----------------------------------------------------------
   500,000    Battle Creek, MI Building Authority, Revenue Bonds, 6.00%,
              4/1/2002                                                         A           533,085
              -----------------------------------------------------------
</TABLE>



    


<TABLE>
<C>           <S>                                                           <C>        <C>
   500,000    Battle Creek, MI Building Authority, Revenue Bonds, 6.10%,
              4/1/2003                                                         A           532,880
              -----------------------------------------------------------
   100,000    Battle Creek, MI Water Supply System, Revenue Bonds (Series
              B), 6.90%, 9/1/1998                                              A           109,450
              -----------------------------------------------------------
   335,000    Calhoun County, MI, UT GO (Series II), 6.60% (AMBAC INS),
              7/1/2002                                                        Aaa          352,299
              -----------------------------------------------------------
   270,000    Dearborn, MI Economic Development Corp, Hospital Revenue
              Refunding Bonds (Series A), 5.10% (Oakwood Obligated
              Group)/(MBIA INS)/(Original Issue Yield: 5.20%), 8/15/2006      Aaa          270,440
              -----------------------------------------------------------
   100,000    Detroit, MI City School District, UT GO Refunding Bonds
              (Series A), 7.15% (MBIA INS), 5/1/1998                          Aaa          107,126
              -----------------------------------------------------------
   500,000    Detroit, MI Economic Development Corp., Resource Recovery
              Revenue Bonds (Series A), 6.875% (FSA INS)/(Original Issue
              Yield: 7.00%), 5/1/2009                                         Aaa          540,130
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$3,000,000    Detroit, MI Water Supply System, Revenue Refunding Bonds,
              6.00% (FGIC INS)/(Original Issue Yield: 6.10%), 7/1/2002        AAA      $ 3,212,790
              -----------------------------------------------------------
 1,000,000    Eastern Michigan University, Revenue Bonds, 6.10% (AMBAC
              INS)/(Original Issue Yield: 6.15%), 6/1/2004                    Aaa        1,075,980
              -----------------------------------------------------------
   200,000    Farmington Hills, MI Hospital Finance Authority, Hospital
              Revenue Refunding Bonds (Series A), 6.60% (Botsford General
              Hospital)/(MBIA INS), 2/15/2000                                 Aaa          216,948
              -----------------------------------------------------------
   425,000    Forest Hills, MI Public School, UT GO Bonds, 7.375%
              (Original Issue Yield: 7.397%), 5/1/2000 (@101)                  Aa          479,714
              -----------------------------------------------------------
   285,000    Garden City, MI School District, UT GO Refunding Bonds,
              5.80% (FSA INS), 5/1/2004                                       AAA          303,950
              -----------------------------------------------------------
   250,000    Garden City, MI School District, UT GO Refunding Bonds,
              5.90% (FSA INS), 5/1/2005                                       AAA          267,852
              -----------------------------------------------------------


   565,000    Garden City, MI School District, UT GO Refunding Bonds,
              6.00% (FSA INS), 5/1/2006                                       AAA          603,821
              -----------------------------------------------------------
   515,000    Garden City, MI School District, UT GO Refunding Bonds,
              6.10% (FSA INS), 5/1/2007                                       AAA          549,417
              -----------------------------------------------------------
 1,200,000    Grand Rapids, MI Public Schools, UT GO Bonds, 5.00%
              (Original Issue Yield: 5.40%), 5/1/2002                          Aa        1,233,456
              -----------------------------------------------------------
   250,000    Grand Rapids, MI Sanitation Sewer System, Revenue Bonds,
              5.40% (Original Issue Yield: 5.45%), 1/1/2002                    A1          259,195
              -----------------------------------------------------------
   300,000    Grand Rapids, MI Sanitation Sewer System, Revenue Bonds,
              5.50% (Original Issue Yield: 5.55%), 1/1/2003                    A1          312,078
              -----------------------------------------------------------
   250,000    Grand Rapids, MI Sanitation Sewer System, Revenue Bonds,
              5.60% (Original Issue Yield: 5.65%), 1/1/2004                    A1          261,140
              -----------------------------------------------------------
   130,000    Grand Valley, MI State College, Housing Revenue Bonds,
              6.60% (United States Treasury COL), 10/1/1996                   AAA          133,626
              -----------------------------------------------------------
   150,000    Huron Valley, MI School District, UT GO Bonds, 6.50%
              (Michigan State GTD), 5/1/2001 (@102)                            A1          166,461
              -----------------------------------------------------------
   270,000    Ingham County MI Sewer Authority, Revenue Bonds, Project
              #4, Delhi Charter Township, 5.70%, 11/1/2003                     A1          285,722
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$  360,000    Ingham County MI Sewer Authority, Revenue Bonds, Project
              #4, Delhi Charter Township, 5.80%, 11/1/2004                     A1      $   380,689
              -----------------------------------------------------------
   465,000    Ingham County MI Sewer Authority, Revenue Bonds, Project
              #4, Delhi Charter Township, 5.90%, 11/1/2005                     A1          491,379
              -----------------------------------------------------------
   265,000    Kent Hospital Finance Authority, MI, Hospital Revenue
              Refunding Bonds, 6.30% (Pine Rest Christian Hospital,
              MI)/(FGIC INS)/(Original Issue Yield: 6.40%), 11/1/2003         Aaa          290,382
              -----------------------------------------------------------
   415,000    Kent Hospital Finance Authority, MI, Hospital Revenue
              Refunding Bonds, 6.30% (Pine Rest Christian Hospital,
              MI)/(FGIC INS)/(Original Issue Yield: 6.45%), 11/1/2004         Aaa          452,304
              -----------------------------------------------------------
   500,000    Lake Orion, MI School District, UT GO Refunding Bonds,
              5.90% (Michigan State GTD)/(AMBAC INS), 5/1/2001                AAA          533,090
              -----------------------------------------------------------
 2,000,000    Lake Orion, MI School District, UT GO Refunding Bonds,
              6.05% (AMBAC INS)/(Michigan State LOC), 5/1/2002                AAA        2,156,400


              -----------------------------------------------------------
   900,000    Lansing, MI Sewer Disposal System, Revenue Refunding Bonds,
              5.30% (FGIC INS)/(Original Issue Yield: 5.35%), 5/1/2005        AAA          924,597
              -----------------------------------------------------------
   500,000    Lansing, MI Sewer Disposal System, Revenue Refunding Bonds,
              5.50% (FGIC INS)/(Original Issue Yield: 5.60%), 5/1/2007        AAA          511,710
              -----------------------------------------------------------
   750,000    Livonia, MI Public School District, UT GO Bonds (Series I),
              6.00%, 5/1/2001                                                  A1          802,957
              -----------------------------------------------------------
   100,000    Michigan Higher Education Student Loan Authority, Revenue
              Refunding Bonds (Series X1), 7.10% (AMBAC INS), 10/1/1997       Aaa          105,599
              -----------------------------------------------------------
 1,500,000    Michigan Municipal Bond Authority, Revenue Refunding Q-SBLF
              Bonds, 6.00% (Michigan State)/(Michigan State GTD)/
              (Original Issue Yield: 6.10%), 5/1/2002                          A1        1,604,190
              -----------------------------------------------------------
 3,000,000    Michigan Public Power Agency, Revenue Refunding Bonds
              (Series A) Belle River Project, 5.70% (Original Issue
              Yield: 5.80%), 1/1/2003                                          A1        3,165,030
              -----------------------------------------------------------
   100,000    Michigan State Comprehensive Transportation Board, Revenue
              Refunding Bonds (Series 1988-I), 6.55% (Michigan State),
              9/1/1997                                                         A1          104,835
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$1,000,000    Michigan State Comprehensive Transportation Board, Revenue
              Refunding Bonds (Series B), 5.50% (Michigan
              State)/(Original Issue Yield: 5.60%), 5/15/2002                  A1      $ 1,049,880
              -----------------------------------------------------------
 1,000,000    Michigan State Comprehensive Transportation Board, Revenue
              Refunding Bonds (Series B), 6.00% (Michigan
              State)/(Original Issue Yield: 6.05%), 5/15/2007                  A1        1,041,140
              -----------------------------------------------------------
   100,000    Michigan State Comprehensive Transportation Board, Revenue
              Refunding Bonds (Series B-II), 6.55% (Michigan State),
              11/1/1997                                                        A1          105,213
              -----------------------------------------------------------
   100,000    Michigan State Hospital Finance Authority, Hospital Revenue
              Refunding Bonds (Series A), 6.70% (Henry Ford Health
              System, MI), 5/1/1996                                            Aa          101,460
              -----------------------------------------------------------
   100,000    Michigan State Hospital Finance Authority, Hospital Revenue
              Refunding Bonds (Series A), 6.90% (Henry Ford Health
              System, MI), 5/1/1996 (@102)                                     Aa          104,083


              -----------------------------------------------------------
   415,000    Michigan State Hospital Finance Authority, Revenue Bonds
              (Series A), 6.15% (Crittenton Hospital, MI), 3/1/2001            A           433,044
              -----------------------------------------------------------
   440,000    Michigan State Hospital Finance Authority, Revenue Bonds
              (Series A), 6.25% (Crittenton Hospital, MI), 3/1/2002            A           461,252
              -----------------------------------------------------------
   500,000    Michigan State Hospital Finance Authority, Revenue Bonds,
              Providence Hospital, 7.00% (Daughters of Charity)/(Original
              Issue Yield: 7.04%), 11/1/2021                                   Aa          535,690
              -----------------------------------------------------------
 1,500,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds (Series A), 5.50% (St. John Hospital,
              MI)/(Original Issue Yield: 5.80%), 5/15/2001                     Aa        1,517,415
              -----------------------------------------------------------
   100,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds (Series A), 7.20% (Mercy Memorial Hospital,
              MI)/ (MBIA Insurance Corporation INS), 6/1/1997                 Aaa          105,521
              -----------------------------------------------------------
   400,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds (Series B), 5.00% (Crittenton Hospital,
              MI)/(Original Issue Yield: 5.10%), 3/1/2003                      NR          386,176
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$  100,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds (Series I), 7.10% (Sisters of Mercy Health
              System)/ (MBIA INS)/(Original Issue Yield: 7.15%),
              8/15/1997                                                       Aaa      $   105,966
              -----------------------------------------------------------
   600,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds (Series P), 4.90% (Sisters of Mercy Health
              System)/ (MBIA INS)/(Original Issue Yield: 5.10%),
              8/15/2005                                                       AAA          590,244
              -----------------------------------------------------------
   500,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds, 5.50% (Henry Ford Health System,
              MI)/(Original Issue Yield: 5.55%), 9/1/2001                      Aa          521,230
              -----------------------------------------------------------
   800,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds, 5.95% (Oakwood Obligated Group)/(FGIC
              INS)/ (Original Issue Yield: 6.05%), 5/1/2002                   Aaa          853,776
              -----------------------------------------------------------
   575,000    Michigan State Hospital Finance Authority, Revenue


              Refunding Bonds, 6.30% (Sparrow Obligated Group, MI)/(MBIA
              INS), 11/15/2003                                                AAA          626,739
              -----------------------------------------------------------
   375,000    Michigan State Hospital Finance Authority, Revenue
              Refunding Bonds, 6.85% (Oakland General Hospital,
              MI)/(AMBAC INS), 7/1/2000                                       Aaa          410,749
              -----------------------------------------------------------
 1,000,000    Michigan State Housing Development Authority, (Series A)
              Rental Housing Revenue Bonds, 5.55% (MBIA INS), 4/1/2004        Aaa        1,005,360
              -----------------------------------------------------------
   500,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series A), 5.90%, 12/1/2005                                     AA          519,030
              -----------------------------------------------------------
   500,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series A), 5.90%, 6/1/2005                                      AA          518,705
              -----------------------------------------------------------
   430,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series A), 6.25%, 6/1/2002                                     AA-          450,399
              -----------------------------------------------------------
   200,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series A), 7.00%, 12/1/2005                                    AA-          214,378
              -----------------------------------------------------------
   280,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series B), 6.30%, 12/1/2003                                    AA-          294,666
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$  200,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series B), 6.95%, 12/1/2020                                    AA-      $   209,022
              -----------------------------------------------------------
   100,000    Michigan State Housing Development Authority, Revenue Bonds
              (Series B), 7.00%, 6/1/1996                                     AA-          101,340
              -----------------------------------------------------------
 1,850,000    Michigan State South Central Power Agency, Power Supply
              System Revenue Refunding Bonds, 5.00% (AMBAC INS)/
              (Original Issue Yield: 7.20%), 11/1/2009                        AAA        1,752,672
              -----------------------------------------------------------
   250,000    Michigan State Strategic Fund, Ltd Obligation Revenue
              Refunding Bonds (Series A), 7.10% (Ford Motor Co.)/
              (Original Issue Yield: 7.127%), 2/1/2006                         A2          281,383
              -----------------------------------------------------------
 1,000,000    Michigan State, UT GO Recreation Program Bonds, 5.75%
              (Original Issue Yield: 5.80%), 11/1/2001                         A1        1,069,360
              -----------------------------------------------------------
 4,250,000    Monroe County, MI Pollution Control Authority, PCR Revenue
              Bonds (Series A), 6.35% (Detroit Edison Co.)/(AMBAC INS),


              12/1/2004                                                       AAA        4,595,143
              -----------------------------------------------------------
 1,750,000    Novi, MI Community School District, UT GO Bonds, Q-SBLF,
              5.45% (Original Issue Yield: 5.50%), 5/1/2003                    A1        1,816,430
              -----------------------------------------------------------
   950,000    Novi, MI, UT GO Bonds (Series A & B), 4.80%
              (Original Issue Yield: 4.90%), 10/1/2005                         A1          931,371
              -----------------------------------------------------------
   300,000    Oakland & Washtenaw Counties, MI, Revenue Bonds, 6.65%
              (Oakland Community College District, MI)/(Original Issue
              Yield: 6.743%), 5/1/2011                                         A           323,187
              -----------------------------------------------------------
   250,000    Oakland County, MI, LT GO Bonds, Evergreen-Farmington Sewer
              Disposal, 6.30%, 5/1/2005                                        A           267,170
              -----------------------------------------------------------
   610,000    Okemos, MI Public School District, UT GO Refunding Bonds,
              Q-SBLF, 6.00% (Michigan State GTD), 5/1/2002                     A1          654,524
              -----------------------------------------------------------
   140,000    Ottawa County, MI, LT GO Bonds, Northwest Ottawa Water
              Supply System, 6.50% (Original Issue Yield: 6.55%),
              10/1/2002                                                        A1          149,573
              -----------------------------------------------------------
   100,000    Ottawa County, MI, LT GO Bonds, Northwest Ottawa Water
              System, 6.85%, 5/1/2000                                          A1          105,565
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$  220,000    Ottawa County, MI, LT GO Bonds, Northwest Ottawa Water
              Supply System, 6.50%, 10/1/2001                                  A1      $   235,701
              -----------------------------------------------------------
   795,000    Ottawa County, MI, LT GO Refunding Bonds, Ottawa County
              Water Supply System, 5.40% (Original Issue Yield: 5.45%),
              8/1/2002                                                         A1          830,362
              -----------------------------------------------------------
   400,000    Plymouth-Canton, MI Community School District, UT GO Bonds
              (Series C), Q-SBLF, 6.00% (Michigan State GTD)/ (Original
              Issue Yield: 6.10%), 5/1/2003                                    A1          429,128
              -----------------------------------------------------------
   500,000    Plymouth-Canton, MI Community School District, UT GO
              Refunding Bonds (Series B), Q-SBLF, 6.80% (Michigan State
              GTD)/(Original Issue Yield: 6.90%), 5/1/2001 (@101)              A1          559,205
              -----------------------------------------------------------
   615,000    Riverview, MI Community School District, UT GO Bonds, 6.20%
              (FGIC INS), 5/1/2002 (@101.5)                                   Aaa          678,081
              -----------------------------------------------------------
   570,000    Riverview, MI Community School District, UT GO Bonds, 6.20%


              (FGIC INS), 5/1/2002 (@101.5)                                   Aaa          628,465
              -----------------------------------------------------------
   350,000    Rochester, MI Community School District, UT GO Bonds, 6.50%
              (Michigan State GTD)/(Original Issue Yield: 6.60%),
              5/1/2002 (@100)                                                  A1          386,936
              -----------------------------------------------------------
   250,000    Rochester, MI Community School District, UT GO Bonds, 6.50%
              (Michigan State GTD)/(Original Issue Yield: 6.75%),
              5/1/2002 (@100)                                                  A1          276,383
              -----------------------------------------------------------
   270,000    Shelby Charter Townships, MI Building Authority, Revenue
              Bonds, 6.25% (AMBAC INS)/(Original Issue Yield: 6.45%),
              11/1/2006                                                       Aaa          291,830
              -----------------------------------------------------------
   230,000    Shelby Charter Townships, MI Building Authority, Revenue
              Bonds, 6.25% (AMBAC INS)/(Original Issue Yield: 6.50%),
              11/1/2007                                                       Aaa          247,068
              -----------------------------------------------------------
   250,000    University of Michigan, Hospital Revenue Bonds, 7.00%
              (Original Issue Yield: 7.25%), 12/1/2000 (@102)                  Aa          283,120
              -----------------------------------------------------------
 1,500,000    University of Michigan, Hospital Revenue Refunding Bonds
              (Series A), 5.70% (Original Issue Yield: 5.80%), 12/1/2004       Aa        1,593,990
              -----------------------------------------------------------
</TABLE>





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


<TABLE>
<CAPTION>
PRINCIPAL                                                                    CREDIT
  AMOUNT                                                                    RATING*       VALUE
- ----------    -----------------------------------------------------------   --------   -----------
<C>           <S>                                                           <C>        <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------------
              MICHIGAN--CONTINUED
              -----------------------------------------------------------
$1,000,000    University of Michigan, Student Fee Revenue Bonds (Series
              B), 5.20% (Original Issue Yield: 5.30%), 4/1/2004                Aa      $ 1,026,410
              -----------------------------------------------------------
 1,000,000    Western Michigan University, Revenue Bonds, 5.50% (FGIC
              INS)/(Original Issue Yield: 5.55%), 11/15/2002                  Aaa        1,052,710
              -----------------------------------------------------------
   885,000    Wyandotte, MI Electric Authority, Revenue Refunding Bonds,
              6.10% (MBIA INS), 10/1/2002                                     Aaa          960,535
              -----------------------------------------------------------              -----------
              TOTAL LONG-TERM MUNICIPAL SECURITIES
              (IDENTIFIED COST, $56,297,068)                                            59,357,637
              -----------------------------------------------------------              -----------
SHORT-TERM MUNICIPAL NOTES--0.7%
- -------------------------------------------------------------------------
              PUERTO RICO--0.7%
              -----------------------------------------------------------
   450,000    Puerto Rico Government Development Bank Weekly VRDNs
              (Credit Suisse, Zurich LOC)                                     A-1          450,000
              -----------------------------------------------------------              -----------


              TOTAL MUNICIPAL SECURITIES INVESTMENTS
              (IDENTIFIED COST $56,747,068)(A)                                         $59,807,637
              -----------------------------------------------------------              -----------
</TABLE>




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

Note: The categories of investments are shown as a percentage of net assets
      ($60,620,807) at August 31, 1995.

(a) The cost of investments for federal tax purposes amounts to $56,747,068. The
    net unrealized appreciation on federal tax basis amounts to $3,060,569,
    which is comprised of $3,155,642 appreciation and $95,073 depreciation at
    August 31, 1995.


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

The following acronyms are used throughout this portfolio:


<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
COL    -- Collateralized
FGIC   -- Financial Guaranty Insurance Company
FSA    -- Financial Security Assurance
GO     -- General Obligation
GTD    -- Guarantee
INS    -- Insurance
LOC    -- Letter of Credit
LT     -- Limited Tax
MBIA   -- Municipal Bond Investors Assurance
PCR    -- Pollution Control Revenue
Q-SBLF -- Qualified State Bond Loan Fund
UT     -- Unlimited Tax
VRDNs  -- Variable Rate Demand Notes
</TABLE>




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


MICHIGAN INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------

   


<TABLE>
<S>                                                                    <C>          <C>
ASSETS:
- -------------------------------------------------------------------------------
Total investments in securities, at value (identified and tax cost $56,747,068)     $59,807,637
- -------------------------------------------------------------------------------
Cash                                                                                     47,830
- -------------------------------------------------------------------------------
Income receivable                                                                       983,922
- -------------------------------------------------------------------------------
Receivable for shares sold                                                                2,286
- -------------------------------------------------------------------------------
Deferred expenses                                                                         4,682
- -------------------------------------------------------------------------------     -----------
     Total assets                                                                    60,846,357
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Income distribution payable                                            $209,362
- --------------------------------------------------------------------
Accrued expenses                                                         16,188
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  225,550
- -------------------------------------------------------------------------------     -----------
Net Assets for 5,611,518 shares outstanding                                         $60,620,807
- -------------------------------------------------------------------------------     -----------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------
Paid in capital                                                                     $58,820,692


- -------------------------------------------------------------------------------
Net unrealized appreciation of investments                                            3,060,569
- -------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (1,260,454)
- -------------------------------------------------------------------------------     -----------
     Total Net Assets                                                               $60,620,807
- -------------------------------------------------------------------------------     -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$60,620,807 / 5,611,518 shares outstanding                                               $10.80
- -------------------------------------------------------------------------------     -----------
OFFERING PRICE per Share (100/97 of $10.80)*                                             $11.13
- -------------------------------------------------------------------------------     -----------
REDEMPTION PROCEEDS per share (99.5/100 of $10.80)**                                     $10.75
- -------------------------------------------------------------------------------     -----------
</TABLE>



    

 * See "What Shares Cost."

** See "Contingent Deferred Sales Charge."

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


MICHIGAN INTERMEDIATE MUNICIPAL TRUST

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------

   


<TABLE>
<S>                                                          <C>           <C>          <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------
Interest                                                                                $3,319,697
- -----------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------
Investment advisory fee                                                    $233,527
- ----------------------------------------------------------------------
Administrative personnel and services fee                                   125,000
- ----------------------------------------------------------------------
Custodian fees                                                               50,650
- ----------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                     25,268
- ----------------------------------------------------------------------
Directors'/Trustees' fees                                                     1,094
- ----------------------------------------------------------------------
Auditing fees                                                                13,971
- ----------------------------------------------------------------------
Legal fees                                                                    3,476
- ----------------------------------------------------------------------
Portfolio accounting fees                                                    27,327
- ----------------------------------------------------------------------
Shareholder services fee                                                    145,955
- ----------------------------------------------------------------------
Share registration costs                                                     14,911
- ----------------------------------------------------------------------
Printing and postage                                                         10,655


- ----------------------------------------------------------------------
Insurance premiums                                                            4,808
- ----------------------------------------------------------------------
Taxes                                                                            60
- ----------------------------------------------------------------------
Miscellaneous                                                                11,262
- ----------------------------------------------------------------------     --------
    Total expenses                                                          667,964
- ----------------------------------------------------------------------
Waivers and reimbursements--
- ----------------------------------------------------------------------
  Waiver of investment advisory fee                          $(233,527)
- ----------------------------------------------------------
  Waiver of shareholder services fee                          (113,738)
- ----------------------------------------------------------
  Reimbursement of other operating expenses                    (28,124)
- ----------------------------------------------------------   ---------
    Total waivers and reimbursements                                       (375,389)
- ----------------------------------------------------------------------     --------
         Net expenses                                                                      292,575
- -----------------------------------------------------------------------------------     ----------
              Net investment income                                                      3,027,122
- -----------------------------------------------------------------------------------     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------
Net realized loss on investments                                                          (994,664)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                     2,337,762
- -----------------------------------------------------------------------------------     ----------


    Net realized and unrealized gain on investments                                      1,343,098
- -----------------------------------------------------------------------------------     ----------
         Change in net assets resulting from operations                                 $4,370,220
- -----------------------------------------------------------------------------------     ----------
</TABLE>



    

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


MICHIGAN INTERMEDIATE MUNICIPAL TRUST

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

   


<TABLE>
<CAPTION>
                                                                       YEAR ENDED AUGUST 31,
                                                                    ---------------------------
                                                                        1995           1994
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------------
Net investment income                                               $  3,027,122   $  2,790,803
- -----------------------------------------------------------------
Net realized gain (loss) on investments ($310,181 and $3,738,
respectively, as computed for federal tax purposes)                     (994,664)      (249,785)
- -----------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                   2,337,762     (2,310,979)
- -----------------------------------------------------------------   ------------   ------------
     Change in net assets resulting from operations                    4,370,220        230,039
- -----------------------------------------------------------------   ------------   ------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -----------------------------------------------------------------
Distributions from net investment income                              (3,027,122)    (2,790,803)
- -----------------------------------------------------------------   ------------   ------------
SHARE TRANSACTIONS--
- -----------------------------------------------------------------
Proceeds from sale of shares                                          15,838,005     26,346,131
- -----------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of


distributions declared                                                   423,109        221,749
- -----------------------------------------------------------------
Cost of shares redeemed                                              (15,463,625)   (16,151,756)
- -----------------------------------------------------------------   ------------   ------------
     Change in net assets resulting from share transactions              797,489     10,416,124
- -----------------------------------------------------------------   ------------   ------------
          Change in net assets                                         2,140,587      7,855,360
- -----------------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------------
Beginning of period                                                   58,480,220     50,624,860
- -----------------------------------------------------------------   ------------   ------------
End of period                                                       $ 60,620,807   $ 58,480,220
- -----------------------------------------------------------------   ------------   ------------
</TABLE>



    

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


MICHIGAN INTERMEDIATE MUNICIPAL TRUST

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(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 five, non-diversified
portfolios. The financial statements included herein are 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.


     INVESTMENT VALUATIONS--Short-term securities with remaining maturities of
     sixty days or less at the time of purchases may be valued at amortized
     cost, which approximates fair market value. All other securities are valued
     at prices provided by an independent pricing service.

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

     FEDERAL TAXES--It is the 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 income. Accordingly, no
     provisions for federal tax are necessary.

   
     At August 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $326,186 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 as follows:
    

   


<TABLE>
<CAPTION>
                  EXPIRATION YEAR                             EXPIRATION AMOUNT
     ------------------------------------------   ------------------------------------------
     <S>                                          <C>
                        2001                                       $12,267
                        2002                                        $3,738
                        2003                                       $310,181
</TABLE>



    

   
     Additionally, net capital losses of $934,269 attributable to security
     transactions incurred after October 31, 1994 are treated as arising on the
     first day of the Fund's next taxable year.
    


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

     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.

   
     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 in that one state than would be a
     comparable tax-exempt mutual fund that invests nationally. In order to
     reduce the credit risk associated with such factors, at August 31, 1995,
     51% 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
     do not exceed 16% of total investments.
    

     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.

     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 shares were as follows:


<TABLE>
<CAPTION>
                                                                   YEAR ENDED AUGUST 31,
                                                             ----------------------------------
                                                                  1995               1994
                                                             ---------------    ---------------
<S>                                                          <C>                <C>
- ----------------------------------------------------------
Shares sold                                                      1,533,015          2,416,275
- ----------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          40,304             20,450
- ----------------------------------------------------------
Shares redeemed                                                 (1,484,327)        (1,508,248)
- ----------------------------------------------------------   -------------      -------------
  Net change resulting from share transactions                      88,992            928,477
- ----------------------------------------------------------   -------------      -------------
</TABLE>




(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT 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 any portion of its fee and reimburse certain


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

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"), under the
Administrative Services Agreement, provides the Fund with administrative
personnel and services. This 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 daily net assets of the Fund for the period. This fee is to obtain
certain services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of this fee. FSS can modify or terminate


this voluntary waiver at any time at its sole discretion.

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

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

   
ORGANIZATIONAL EXPENSES--Organizational and start-up administrative service
expenses of $111,559 were borne initially by the Adviser. The Fund has agreed to
reimburse the Adviser for the organizational and start-up administrative
expenses during the five year period following effective date. For the period
ended August 31, 1995, the Fund paid $1,493 pursuant to this agreement.
    

   
INTERFUND TRANSACTIONS--During the year ended August 31, 1995, the fund engaged
in purchase and sale transactions with funds that have a common investment
adviser, or affiliated investment advisers, common Directors/Trustees, and/or
common Officers. These transactions were made at current market value pursuant
to Rule 17a-7 under the Act amounting to $13,100,000 and $12,500,000,
respectively.
    

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and


Directors or Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended August 31, 1995, were as follows:


<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $12,973,064
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $12,241,360
- -------------------------------------------------------------------------------   -----------
</TABLE>





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 of Michigan
Intermediate Municipal Trust (one of the portfolios comprising Municipal
Securities Income Trust), including the portfolio of investments, as of August
31, 1995, the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended August 31, 1995 and 1994,
and the financial highlights for each of the years in the four-year period ended
August 31, 1995. These financial statements and financial highlights are the
responsibility of the Fund'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, 1995, 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, 1995, 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

Pittsburgh, Pennsylvania
October 13, 1995


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

   


<TABLE>
<S>             <C>                                          <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                        P.O. Box 8600
                Trust Company                                Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   P.O. Box 8600
                                                             Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Deloitte & Touche LLP                        2500 One PPG Place
                                                             Pittsburgh, Pennsylvania 15222-5401
- ------------------------------------------------------------------------------------------------
</TABLE>



    


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

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

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

                                              October 31, 1995
    


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

      Distributor

      A subsidiary of FEDERATED INVESTORS


      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 625922703
   
      G01389-01 (10/95)
    

                     MICHIGAN INTERMEDIATE MUNICIPAL TRUST
               (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,
   1995. 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, 1995    





           FEDERATED SECURITIES
           CORP.

           Distributor
           A subsidiary of FEDERATED
           INVESTORS


GENERAL INFORMATION ABOUT THE FUND1        Purchases by Sales Representatives,
                                             Fund
INVESTMENT OBJECTIVE AND POLICIES1
                                             Trustees, and Employees      14
 Acceptable Investments          1        DETERMINING NET ASSET VALUE     14
 When-Issued and Delayed
                                           Valuing Municipal Bonds        14
  Delivery Transactions          2
                                           Use of Amortized Cost          14
 Temporary Investments           2
                                          REDEEMING SHARES                14
 Portfolio Turnover              3
 Investment Limitations          3         Redemption in Kind             14
 Michigan Investment Risks       5        TAX STATUS                      15
MUNICIPAL SECURITIES INCOME TRUST
                                           The Fund's Tax Status          15
MANAGEMENT                       6
                                           Shareholders' Tax Status       15
 Fund Ownership                 11        TOTAL RETURN                    15
 Trustees Compensation          11
                                          YIELD                           15
 Trustee Liability              12
INVESTMENT ADVISORY SERVICES    12        TAX-EQUIVALENT YIELD            16

 Adviser to the Fund            12         Tax-Equivalency Table          16
 Advisory Fees                  12        PERFORMANCE COMPARISONS         17
ADMINISTRATIVE SERVICES         12
                                          ABOUT FEDERATED INVESTORS       17
TRANSFER AGENT AND DIVIDEND
                                          APPENDIX                        19
DISBURSING AGENT                12

SHAREHOLDER SERVICES AGREEMENT  13

BROKERAGE TRANSACTIONS          13

PURCHASING SHARES               13

 Conversion to Federal Funds    13


GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio in 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. On June 1, 1994, Michigan Municipal Income Fund changed its name to
Michigan Intermediate Municipal Trust.
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective 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 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:
     omunicipal notes and municipal commercial paper;
     oserial bonds sold with differing maturity dates;
     otax anticipation notes sold to finance working capital needs of
      municipalities;
     obond anticipation notes sold prior to the issuance of longer-term bonds;
     opre-refunded municipal bonds; and
     ogeneral 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.


  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:
     o whether the lease can be terminated by the lessee;
     o the potential recovery, if any, from a sale of the leased property upon
      termination of the lease;
     o the lessee's general credit strength (e.g., its debt, administrative,
      economic and financial characteristics and prospects);
     o 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");
     o any credit enhancement or legal recourse provided upon an event of non-
      appropriation or other termination of the lease.


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
TEMPORAY 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 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, 1995 and 1994, the Fund's
portfolio turnover rates were 23% and 13%, 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, such as 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 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 violationof such
restriction.
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.
   


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
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.





William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.




J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.




Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.





Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.




Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.







Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Vice President and Treasurer
of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice President, Secretary, and
Trustee, Federated Administrative Services; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Vice President and
Secretary of the Funds.


     * This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.


     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.
    
   
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust;; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Newpoint
Funds; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument


Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial Institutions; Trust For
Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; The Virtus Funds; World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding Shares.
   
As of October 9, 1995, the following shareholders of record owned 5% or more of
the outstanding Shares of the Fund: ENBANCO, Traverse City, MI, owned
approximately 2,116,056 Shares (37.68%); FESCA, Escanaba, MI, owned
approximately 957,907 Shares (17.06%); Shoreline Co., South Haven, MI, owned
approximately 451,893 Shares (8.04%); Charles Schwab & Co., Inc., San Francisco,
CA, owned approximately 451,633 Shares (7.40%).
    
   
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue  $ -0-     $ -0- for the Trust and
Trustee and Chairman          68 other investment companies in the Fund Complex
Thomas G. Bigley $186      $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex


John T. Conroy   $201      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland        $201    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
J. Christopher Donahue     $ -0-   $ -0- for the Trust and
Trustee and Exec. Vice Pres.       14 other investment companies in the Fund 
                                   Complex

James E. Dowd    $201      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $186    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $201    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $162      $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $186      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $146    $ -0- for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Wesley W. Posvar $186      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts$186      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of five
portfolios.


+The information is provided for the last calendar year.
    
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, 1995, 1994 and 1993, the Adviser earned advisory fees of $233,527, $229,413,
and $154,387, 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 years ended August 31, 1995 and 1994, the Administrators collectively
earned $125,000  and $197,395, respectively, none of which was waived. For the


fiscal year ended August 31, 1993, Federated Administrative Services, Inc.,
earned $237,374, 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 AGREEMENT

    
   
This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to financial institutions to cause services to be provided
which are necessary for the maintenance of shareholder accounts and to encourage
personal services 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. By adopting the Shareholder Services Agreement, the
Board of Trustees expects that the Fund will benefit by: (1) providing personal
services to shareholders; (2) investing shareholder assets with a minimum of
delay and administrative detail; (3) enhancing shareholder record-keeping
systems; and (4) responding promptly to shareholder's requests and inquiries
concerning their accounts.
    
   
For the fiscal year ended August 31, 1995, payments in the amount of $145,955
were made pursuant to the Shareholder Services Agreement.
    
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:
     o advice as to the advisability of investing in securities;
     o security analysis and reports;
     o economic studies;
     o industry studies;
     o receipt of quotations for portfolio evaluations; and
     o similar services.


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.
   
During the fiscal years ended August 31, 1995, 1994, and 1993, the Fund paid no
brokerage commissions.
    
PURCHASING SHARES

Except under certain circumstances described in the prospectus, shares are sold
at their net asset value plus a sales charge 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 charge.
Shares may also be sold without a sales charge 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 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 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:
   o derive at least 90% of its gross income from dividends, interest, and
     gains from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o 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:
     o the availability of higher relative yields;
     o differentials in market values;
     o new investment opportunities;
     o changes in creditworthiness of an issuer; or
     o 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 returns for the one-year period ended August 31,
1995, and for the period from September 18, 1991 (date of initial public
investment) to August 31, 1995, were 4.14% and 6.58%, 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 charge, 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 the thirty-day period ended August 31, 1995 was 5.04%.
    
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, 1995
was 7.46%.
    
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.
   
                         TAXABLE YIELD EQUIVALENT FOR 1995

                               State of Michigan


                  COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
              19.47%  32.47%     35.47%      40.47%     44.07%



    JOINT        $1- $39,001-   $94,251-   $143,601-     OVER
    RETURN    39,000  94,250    143,600     256,500    256,500

    SINGLE       $1- $23,351-   $56,551-   $117,951-     OVER
    RETURN    23,350  56,550    117,950     256,500    256,500


Tax-Exempt Yield         Taxable Yield Equivalent


     1.50%     1.86%    2.22%     2.32%      2.52%       2.68%
     2.00%     2.48%    2.96%     3.10%      3.36%       3.58%
     2.50%     3.10%    3.70%     3.87%      4.20%       4.47%
     3.00%     3.73%    4.44%     4.65%      5.04%       5.36%
     3.50%     4.35%    5.18%     5.42%      5.88%       6.26%
     4.00%     4.97%    5.92%     6.20%      6.72%       7.15%
     4.50%     5.59%    6.66%     6.97%      7.56%       8.05%
     5.00%     6.21%    7.40%     7.75%      8.40%       8.94%
     5.50%     6.83%    8.14%     8.52%      9.24%       9.83%
     6.00%     7.45%    8.88%     9.30%     10.08%      10.73%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state and
    local taxes paid on comparable taxable investments were not used to
    increase federal deductions.


    The chart above is for illustrative purposes only.  It is not an indicator
    of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
        
PERFORMANCE COMPARISONS

The Fund's performance depends upon such variables as:
     o portfolio quality;
     o average portfolio maturity;
     o type of instruments in which the portfolio is invested;
     o changes in interest rates and market value of portfolio securities;
     o changes in the Fund's expenses; and
     o 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 charge.
   
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making -- structured, straightforward, and consistent.  This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds with
approximately $6.6 billion in total assets.  In 1976, Federated introduced one


of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
    
   
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds.  These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through it subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to theses institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.


The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.





















*source:  Investment Company Institute


    
APPENDIX

STANDARD & 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 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 & 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 & 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.


   
Cusip #625922703
1041202B (10/95)
    



- --------------------------------------------------------------------------------
    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, 1995,  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, which is  in paper  form only, or  a paper  copy of  this
     prospectus,  if you have received your prospectus electronically, 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, 1995

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                               5
- ---------------------------------------------------
  California Municipal Securities                 7
  Investment Risks                                7
  Non-Diversification                             8
  Investment Limitations                          8
NET ASSET VALUE                                   8
- ---------------------------------------------------
INVESTING IN FORTRESS SHARES                      9
- ---------------------------------------------------
  Share Purchases                                 9
  Minimum Investment Required                     9
  What Shares Cost                               10
  Eliminating/Reducing The Sales Charge          10
  Systematic Investment Program                  12
  Exchange Privilege                             12


  Certificates and Confirmations                 13
  Dividends and Distributions                    13
REDEEMING FORTRESS SHARES                        13
- ---------------------------------------------------
  Through a Financial Institution                13
  Directly By Mail                               14
  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 Fortress Shares                17
  Administration of The Fund                     19

SHAREHOLDER INFORMATION                          19
- ---------------------------------------------------
  Voting Rights                                  19
  Massachusetts Partnership Law                  20

TAX INFORMATION                                  20
- ---------------------------------------------------
  Federal Income Tax                             20
  California Income Taxes                        21
  Other State and Local Taxes                    21


PERFORMANCE INFORMATION                          22
- ---------------------------------------------------
FINANCIAL STATEMENTS                             23
- ---------------------------------------------------
REPORT OF INDEPENDENT AUDITOR                    33
- ---------------------------------------------------
ADDRESSES                                        34
- ---------------------------------------------------
</TABLE>



    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
   


<TABLE>
<CAPTION>
                                         FORTRESS SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).....................      1.00%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)..........       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable) (1)....................................................................      1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                                    ANNUAL 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)......................................................................      0.02%
Total Other Expenses (after expense reimbursement)................................................      0.98%
  Shareholder Services Fee (after waiver) (4)..........................................      0.23%
Total 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 operating  expenses in  the  table above  are based  on  expenses
    expected  during the fiscal year ending August 31, 1996. The total operating
    expenses were 0.55% for the fiscal year ended August 31, 1995 and would have
    been 2.96% absent the voluntary waivers of the management fee, the 12b-1 fee
    and the shareholder services 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 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

CALIFORNIA MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Independent Auditors' Report on page 33.

   


<TABLE>
<CAPTION>
                                                        YEAR ENDED AUGUST 31,
                                                   -------------------------------
                                                    1995        1994       1993(a)
                                                   -------     -------     -------
<S>                                                <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $10.01      $10.92      $10.00
- -----------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------
  Net investment income                              0.59        0.59        0.44
- -----------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                      0.12       (0.91)       0.92
- -----------------------------------------------    -------     -------     -------
  Total from investment operations                   0.71       (0.32)       1.36
- -----------------------------------------------    -------     -------     -------
LESS DISTRIBUTIONS
- -----------------------------------------------
  Distributions from net investment income          (0.59)      (0.59)      (0.44)
- -----------------------------------------------    -------     -------     -------
NET ASSET VALUE, END OF PERIOD                     $10.13      $10.01      $10.92
- -----------------------------------------------    -------     -------     -------
                                                   -------     -------     -------
TOTAL RETURN (b)                                     7.48%      (3.04%)     14.08%
- -----------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------


  Expenses                                           0.55%       0.25%       0.25%(c)
- -----------------------------------------------
  Net investment income                              6.04%       5.61%       5.58%(c)
- -----------------------------------------------
  Expense waiver/reimbursement (d)                   2.41%       2.86%       1.98%(c)
- -----------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------
  Net assets, end of period (000 omitted)          $14,400     $15,059     $11,513
- -----------------------------------------------
  Portfolio turnover                                   63%         63%          0%
- -----------------------------------------------
</TABLE>



    

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

   
(b) Based  on net  asset  value, which  does not  reflect  the sales  charge  or
    contingent deferred sales charge, if applicable.
    

(c) Computed on an annualized basis.

(d)  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, 1995, 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 (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 charge 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  one to 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.,  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;
    

                                       3

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

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

   
    - Limited Term  Municipal Fund,  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,  providing current  income  exempt from
      federal regular income tax, New York  personal income taxes, and New  York
      municipalities income taxes;
    

   
    - Ohio  Municipal Income Fund, 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.

   
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. 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.
    

                                       4

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 &  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

                                       5

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 also  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

                                       6
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.

                                       7

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.

                                       8

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 "Supplemental  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, P.O. Box 8600,
      Boston, MA 02266-8600.
    

   
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.

                                       9

WHAT SHARES COST

   
Shares are sold  at their  net asset  value next  determined after  an order  is
received, plus a sales charge of 1% of the offering price (which is 1.01% of the
net  amount invested).  Further, there  is no sales  charge for  purchases of $1
million or more. In  addition, no sales charge  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  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, 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 charge retained by  it. Any portion of the
sales charge  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 charge 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  charge 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/REDUCING THE SALES CHARGE
    

   
The sales charge 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;

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

    - concurrent purchases.

                                       10

   
QUANTITY  DISCOUNTS AND  ACCUMULATED PURCHASES.   There  is no  sales charge 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 charge.
    

   
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 charge 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 charge 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 charge 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  charge may be  reduced by signing a


letter of intent to that effect. This letter of intent includes a provision  for
a sales charge 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 charge.
    

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  charge  on prior
purchases will not be adjusted to reflect a lower sales charge.
    

   


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 charge. 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  charge.  If  the  shareholder  redeems  his  Shares,  there  may  be  tax
consequences.
    

                                       11
   
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  charge
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  charge.  For example,  if  a  shareholder  concurrently
invested $400,000 in one of the other Fortress Funds and $600,000 in Shares, the
sales  charge would  be eliminated.  To receive  this sales  charge 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 charge 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  in  a minimum  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 1% sales charge 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 charge (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 may be  subject to a  CDSC and possibly a


sales charge.
    

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.

                                       12

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 charge, 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

                                       13

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.
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, P.O.  Box 8600,  Boston, MA 02266-8600.  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 should be sent by insured mail with
the written  request to:  Federated Services  Company, 500  Victory Road  -  2nd
Floor, North Quincy, MA 02171.
    



   
SIGNATURES.  Shareholders requesting a redemption of any amount to be sent to an
address  other than that on record with  the Fund, or a redemption payable other
than to the  shareholder of record  must have 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.

                                       14

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               4 years or less               1%
$2,000,000 to $4,999,999       2 years or less              50%
$5,000,000 or more              1 year or less             .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 to the extent  that
no  payment  was advanced  for purchases  made  by or  through such  entities. 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.
    

   
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 70 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

                                       15

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 charge, 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.

   
Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or  sale,  by  the  Fund; prohibit  purchasing  securities  in  initial
    

                                       16

   
public  offerings; and prohibit taking profits  on securities held for less than


sixty days.  Violation of  the  codes are  subject to  review  by the  Board  of
Trustees, and could result in severe penalties.
    

    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to  .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. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the


    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.
    

   
    J. Scott Albrecht has been the  Fund's portfolio manager since March,  1995.
    Mr.  Albrecht  joined  Federated  Investors  in 1989  and  has  been  a Vice
    President of the  Fund's investment  adviser since October,  1994. Prior  to
    this,  Mr.  Albrecht served  as an  Assistant Vice  President of  the Fund's
    investment  adviser.  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.
    

   
    Jonathan  C.  Conley  has  been  the  Fund's  portfolio  manager  since  its
    inception. Mr. Conley joined Federated Investors in 1979 and has been a Vice
    President  of  the Fund's  investment adviser  since 1982.  Mr. Conley  is a
    Chartered Financial  Analyst and  received his  M.B.A. in  Finance from  the
    University of Virginia.
    

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.

                                       17

   
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.   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  services  or  distribution  related  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  Fund has entered  into a Shareholder  Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value


of Shares, computed at an annual  rate, to obtain certain personal services  for
shareholders  and  for  the  maintenance  of  shareholder  accounts.  Under  the
Shareholder  Services  Agreement,  Federated  Shareholder  will  either  perform
shareholder  services directly or will  select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon Shares
owned by their clients or  customers. The schedules of  such fees and the  basis
upon  which such fees will be  paid will be determined from  time to time by the
Fund and Federated Shareholder Services.
    

   
SUPPLEMENTAL PAYMENTS  TO FINANCIAL  INSTITUTIONS.   Federated Securities  Corp.
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, in addition to payments made pursuant to the Distribution Plan  and
Shareholder   Services  Agreement,  Federated  Securities  Corp.  and  Federated
Shareholder Services,  from their  own assets,  may pay  financial  institutions
supplemental   fees  for   the  performance   of  substantial   sales  services,
distribution-related support services, or shareholder services. The support  may
include  sponsoring sales, educational and training seminars for their employees
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 Adviser or its affiliates, and
not the Fund.
    

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

                                       18

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
        --------------------        ------------------------------------
        <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  8600, Boston,
Massachusetts 02266-8600, is custodian for the securities and cash of the Fund.
    

   
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,  P.O.
Box  8600, Boston, Massachusetts 02266-8600, is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.
    

   
INDEPENDENT AUDITORS.   The independent  auditors for  the Fund  are Deloitte  &
Touche LLP, Pittsburgh, Pennsylvania.
    

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  October 9, 1995, Merrill  Lynch Pierce Fenner &  Smith,
Jacksonville,  FL,  owned 40.70%  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.
    

                                       19

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.

                                       20

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.

                                       21

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 charge 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,  advertisements for the Fund  may refer to ratings,  rankings
and  other  information in  certain  financial publications  and/or  compare the
Fund's performance to certain indices.
    

                                       22

CALIFORNIA MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
PRINCIPAL                                                              CREDIT
  AMOUNT                                                              RATING*       VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
LONG-TERM MUNICIPAL SECURITIES
- -------------------------------------------------------------------
            CALIFORNIA--97.3%
            -------------------------------------------------------
$  700,000  ABAG Finance Authority for Non-Profit Corporations,
            (Series 1995A1) Local Agency Revenue Bonds, 5.50% (CGIC
            INS)/(Original Issue Yield: 6.10%), 9/3/2012                Aaa      $   665,868
            -------------------------------------------------------
   625,000  California Educational Facilities Authority, Revenue
            Bonds (Series B), 6.60% (Loyola Marymount University),
            10/1/2022                                                    A1          638,638
            -------------------------------------------------------
   600,000  California Educational Facilities Authority, Revenue
            Bonds, 6.70% (Southwestern University)/(Original Issue
            Yield: 6.838%), 11/1/2024                                    A           622,866
            -------------------------------------------------------
   400,000  California Health Facilities Financing Authority,
            Revenue Bonds (Series A), 6.50% (Kaiser Permanente
            Medical Care Program)/(Original Issue Yield: 7.097%),
            12/1/2020                                                    AA          408,272
            -------------------------------------------------------
 2,000,000  California HFA, SFM Revenue Bonds (Series C), 6.75%,
            2/1/2025                                                    AA-        2,049,500


            -------------------------------------------------------
 1,300,000  California HFA, SFM Revenue Bonds (Series F-l), 7.00%,
            8/1/2026                                                    AA-        1,359,189
            -------------------------------------------------------
   500,000  California PCFA, PCR Revenue Bonds (Series B), 6.40%
            (Southern California Edison Co.)/(Original Issue Yield:
            6.55%), 12/1/2024                                           Aa3          507,250
            -------------------------------------------------------
   600,000  California Statewide Communities Development Authority,
            Revenue Certificates of Participation, 6.50% (Good
            Samaritan Health System)/(Cap MAC INS)/(Original Issue
            Yield: 6.53%), 5/1/2024                                     Aaa          622,362
            -------------------------------------------------------
   600,000  California Statewide Communities Development Authority,
            Revenue Certificates of Participation, 6.625% (St.
            Joseph Health System Group, CA)/(Original Issue Yield:
            6.674%), 7/1/2021                                            AA          629,490
            -------------------------------------------------------
   500,000  Chula Vista, CA IDA, Revenue Bonds (Series A), 6.40%
            (San Diego Gas & Electric)/(Original Issue Yield:
            6.473%), 12/1/2027                                          Aa3          504,795
            -------------------------------------------------------
</TABLE>




                                       23

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


<TABLE>
<CAPTION>
PRINCIPAL                                                              CREDIT
  AMOUNT                                                              RATING*       VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
LONG-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------------
            CALIFORNIA--CONTINUED
            -------------------------------------------------------
$1,500,000  Eden Township, CA Hospital District, Hospital Revenue
            Bonds, 7.40% (Original Issue Yield: 7.483%), 11/1/2019      BBB-     $ 1,501,230
            -------------------------------------------------------
 1,400,000  Foothill/Eastern Transportation Corridor Agency, CA,
            (Series 1995A) Senior Lien Toll Road Revenue Bonds,
            6.50% (Original Issue Yield: 6.78%), 1/1/2032               BBB-       1,382,528
            -------------------------------------------------------
   600,000  Los Angeles, CA Community Redevelopment Agency, Housing
            Revenue Refunding Bonds (Series A), 6.55% (AMBAC INS),
            1/1/2027                                                    Aaa          617,754
            -------------------------------------------------------
   200,000  Los Angeles, CA Community Redevelopment Financing
            Authority, Revenue Refunding Bonds (Series A)
            Proposition A Sales Tax, 5.90% (Grand Central Square
            Project, CA)/(Original Issue Yield: 6.00%), 12/1/2026        A           183,024
            -------------------------------------------------------
   700,000  Los Angeles, CA Regional Airport Improvement Corp, LA
            International Airport Lease Revenue Bonds, 6.50%
            (Laxfuel)/(FSA INS)/(Original Issue Yield: 6.90%),


            1/1/2032                                                    Aaa          712,243
            -------------------------------------------------------
   675,000  Santa Cruz, CA Sewer System, Secondary Wastewater
            Treatment Revenue Bonds (Series C), 6.25%, 11/1/2023         A           655,789
            -------------------------------------------------------
   300,000  Sequoia, CA Hospital District, Revenue Bonds, 5.375%
            (Original Issue Yield: 5.65%), 8/15/2023                     A           247,458
            -------------------------------------------------------
   700,000  University of California, Research Facilities Revenue
            Bonds (1995 Series B), 6.55%, 9/1/2024                       A-          699,993
            -------------------------------------------------------              -----------
                Total Long-Term Municipal Securities (IDENTIFIED
                COST, $13,733,615)                                               $14,008,249
            -------------------------------------------------------              -----------
</TABLE>




                                       24

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


<TABLE>
<CAPTION>
PRINCIPAL                                                              CREDIT
  AMOUNT                                                              RATING*       VALUE
- ----------  -------------------------------------------------------  ----------  -----------
<C>         <S>                                                      <C>         <C>
            CALIFORNIA--CONTINUED
            -------------------------------------------------------
SHORT-TERM MUNICIPAL SECURITIES
- -------------------------------------------------------------------
            PUERTO RICO--1.0%
            -------------------------------------------------------
$  150,000  Puerto Rico Government Development Bank Weekly VRDNs
            (Credit Suisse, Zurich LOC)                                 A-1+     $   150,000
            -------------------------------------------------------              -----------
              Total Short-Term Municipal Securities (IDENTIFIED
              COST, $150,000)                                                    $   150,000
            -------------------------------------------------------              -----------
              Total Investments (IDENTIFIED COST $13,883,615 AT
              AMORTIZED COST)(A)                                                 $14,158,249
            -------------------------------------------------------              -----------
                                                                                 -----------
</TABLE>




(a) The cost of investments for federal tax purposes amounts to $13,883,615. The
    unrealized  appreciation of  investments on a  federal tax  basis amounts to
    $274,634  which   is  comprised   of  $348,459   appreciation  and   $73,825
    depreciation at August 31, 1995.

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

Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($14,400,089) at August 31, 1995.


<TABLE>
<S>        <C>
The following acronyms are used throughout this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
CGIC       --Capital Guaranty Insurance Corporation
FSA        --Financial Security Assurance
HFA        --Housing Finance Authority
IDA        --Industrial Development Authority
INS        --Insurance
LOC        --Letter of Credit
PCFA       --Pollution Control Finance Authority
PCR        --Pollution Control Revenue
SFM        --Single Family Mortgage
VRDNs      --Variable Rate Demand Notes
</TABLE>




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

                                       25

CALIFORNIA MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                        <C>       <C>
ASSETS:
- ------------------------------------------------------------------
Total investments in securities, at value (identified and
tax cost $13,883,615)                                                $14,158,249
- ------------------------------------------------------------------
Cash                                                                      84,144
- ------------------------------------------------------------------
Income receivable                                                        200,607
- ------------------------------------------------------------------
Receivable for shares sold                                                13,524
- ------------------------------------------------------------------
Deferred expenses                                                          2,979
- ------------------------------------------------------------------   -----------
    Total assets                                                      14,459,503
- ------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------
Income distribution payable                                $49,720
- ---------------------------------------------------------
Accrued expenses                                             9,694
- ---------------------------------------------------------  -------
    Total liabilities                                                     59,414
- ------------------------------------------------------------------   -----------
NET ASSETS for 1,421,430 shares outstanding                          $14,400,089
- ------------------------------------------------------------------   -----------
                                                                     -----------
NET ASSETS CONSIST OF:


- ------------------------------------------------------------------
Paid in capital                                                      $15,122,260
- ------------------------------------------------------------------
Net unrealized appreciation of investments                               274,634
- ------------------------------------------------------------------
Accumulated net realized loss on investments                            (996,805)
- ------------------------------------------------------------------   -----------
    Total Net Assets                                                 $14,400,089
- ------------------------------------------------------------------   -----------
                                                                     -----------
NET ASSET VALUE, Offering Price and Redemption Proceeds
Per Share:
- ------------------------------------------------------------------
Net Asset Value Per Share ($14,400,089 / 1,421,430 shares
outstanding)                                                         $     10.13
- ------------------------------------------------------------------   -----------
                                                                     -----------
Offering Price Per Share (100/99.00 of $10.13)*                      $     10.23
- ------------------------------------------------------------------   -----------
                                                                     -----------
Redemption Proceeds Per Share (99.00/100 of $10.13)**                $     10.03
- ------------------------------------------------------------------   -----------
                                                                     -----------
</TABLE>




   
 * See "What Shares Cost."
    

   
** See "Contingent Deferred Sales Charge."
    

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

                                       26

CALIFORNIA MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                <C>         <C>         <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------
Interest                                                                                   $ 936,548
- ----------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------
Investment advisory fee                                                        $  56,899
- ----------------------------------------------------------------------------
Administrative personnel and services fee                                        125,000
- ----------------------------------------------------------------------------
Custodian fees                                                                    43,419
- ----------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                          16,214
- ----------------------------------------------------------------------------
Directors'/Trustees' fees                                                            790
- ----------------------------------------------------------------------------
Auditing fees                                                                     13,521
- ----------------------------------------------------------------------------
Legal fees                                                                         2,659
- ----------------------------------------------------------------------------
Portfolio accounting fees                                                         15,311
- ----------------------------------------------------------------------------
Distribution services fee                                                         71,122
- ----------------------------------------------------------------------------
Shareholder services fee                                                          35,563
- ----------------------------------------------------------------------------
Share registration costs                                                          14,972


- ----------------------------------------------------------------------------
Printing and postage                                                               8,148
- ----------------------------------------------------------------------------
Insurance premiums                                                                 4,166
- ----------------------------------------------------------------------------
Taxes                                                                                137
- ----------------------------------------------------------------------------
Miscellaneous                                                                     12,148
- ----------------------------------------------------------------------------   ---------
    Total expenses                                                               420,069
- ----------------------------------------------------------------------------
Waivers and reimbursements--
- ----------------------------------------------------------------------------
  Waiver of investment advisory fee                                $ (56,899)
- ----------------------------------------------------------------
  Waiver of distribution services fee                                (68,277)
- ----------------------------------------------------------------
  Waiver of shareholder services fee                                  (2,847)
- ----------------------------------------------------------------
  Reimbursement of other operating expenses                         (214,426)
- ----------------------------------------------------------------   ---------
    Total waivers and reimbursements                                            (342,449)
- ----------------------------------------------------------------------------   ---------
      Net expenses                                                                            77,620
- ----------------------------------------------------------------------------------------   ---------
        Net investment income                                                                858,928
- ----------------------------------------------------------------------------------------   ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------


Net realized loss on investments                                                            (450,962)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                         565,250
- ----------------------------------------------------------------------------------------   ---------
    Net realized and unrealized gain on investments                                          114,288
- ----------------------------------------------------------------------------------------   ---------
      Change in net assets resulting from operations                                       $ 973,216
- ----------------------------------------------------------------------------------------   ---------
                                                                                           ---------
</TABLE>




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

                                       27

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

   


<TABLE>
<CAPTION>
                                                         YEAR ENDED AUGUST 31,
                                                        ------------------------
                                                           1995         1994
                                                        -----------  -----------
<S>                                                     <C>          <C>
- ------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------
Net investment income                                   $   858,928  $   848,723
- ------------------------------------------------------
Net realized gain (loss) on investments ($778,475 net
loss and $0, respectively, as computed for federal tax
purposes)                                                  (450,962)    (545,843)
- ------------------------------------------------------
Net change in unrealized appreciation (depreciation)        565,250     (926,760)
- ------------------------------------------------------  -----------  -----------
    Change in net assets resulting from operations          973,216     (623,880)
- ------------------------------------------------------  -----------  -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------
Distributions from net investment income                   (858,928)    (848,723)
- ------------------------------------------------------  -----------  -----------
SHARE TRANSACTIONS--
- ------------------------------------------------------
Proceeds from sale of shares                              3,113,093    9,167,860


- ------------------------------------------------------
Net asset value of shares issued to shareholders in
payment of distributions declared                           282,851      273,901
- ------------------------------------------------------
Cost of shares redeemed                                  (4,168,669)  (4,424,058)
- ------------------------------------------------------  -----------  -----------
    Change in net assets resulting from share
    transactions                                           (772,725)   5,017,703
- ------------------------------------------------------  -----------  -----------
        Change in net assets                               (658,437)   3,545,100
- ------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------
Beginning of period                                      15,058,526   11,513,426
- ------------------------------------------------------  -----------  -----------
End of period                                           $14,400,089  $15,058,526
- ------------------------------------------------------  -----------  -----------
                                                        -----------  -----------
</TABLE>



    

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

                                       28

CALIFORNIA MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(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  five, 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. These
policies are in conformity with generally accepted accounting principles.



    INVESTMENT VALUATIONS--Short-term  securities with  remaining maturities  of
    sixty  days or less at the time of purchase may be valued at amortized cost,
    which approximates fair  market value.  All other securities  are valued  at
    prices provided by an independent pricing service.

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

    FEDERAL TAXES--It is the 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 income.  Accordingly,  no
    provisions  for federal tax are necessary. At August 31, 1995, the Fund, for
    federal tax purposes,  had a  capital loss carryforward  of $778,475,  which
    will reduce the Fund's taxable income arising from future net realized gains
    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 as follows:


<TABLE>
<CAPTION>
  EXPIRATION
     YEAR       EXPIRATION AMOUNT
- --------------  ------------------
<S>             <C>
     2003            $778,475
</TABLE>




   
   Additionally,  net  capital  losses  of  $218,330  attributable  to  security
   transactions incurred after October 31, 1994,  are treated as arising on  the
   first day of the Fund's next taxable year.
    

    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

                                       29

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

   
    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  in one  state  than  would  be  a
    comparable  tax-exempt  mutual fund  that  invests nationally.  In  order to
    reduce the credit  risk associated with  such factors, at  August 31,  1995,
    19.6%  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 does not exceed 5.0% of total investments.
    

    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.

    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,
                                                                           --------------------
                                                                             1995       1994
                                                                           ---------  ---------
<S>                                                                        <C>        <C>
- -------------------------------------------------------------------------
Shares sold                                                                  320,931    848,498
- -------------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared            29,021     26,342
- -------------------------------------------------------------------------
Shares redeemed                                                             (432,976)  (424,266)
- -------------------------------------------------------------------------  ---------  ---------
    Net change resulting from Fund share transactions                        (83,024)   450,574
- -------------------------------------------------------------------------  ---------  ---------
                                                                           ---------  ---------
</TABLE>




(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT 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 any 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"),  under   the
Administrative   Services  Agreement,  provides  the  Fund  with  administrative
personnel and services. The FAS fee is based on

                                       30

CALIFORNIA MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------
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 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 shares.  The Plan provides  that the Fund  may incur distribution
expenses up to .50  of 1% of the  average daily net assets  of the Fund  shares,
annually,  to compensate FSC. FSC may voluntarily choose to waive any portion of
its fee. FSC can modify  or terminate this voluntary waiver  at any time at  its
sole discretion.
    

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 daily net assets of the Fund for the period. This fee is to obtain
certain  services for shareholders and to maintain shareholder accounts. FSS may
voluntarily choose to waive a portion of  this fee. FSS can modify or  terminate
this voluntary waiver at any time at its sole discretion.

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

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

ORGANIZATIONAL   EXPENSES--Organizational  expenses  of   $26,245  and  start-up
administrative services 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 effective
date. For the period ended  August 31, 1995, the  Fund paid $5,249 and  $10,880,
respectively, pursuant to this agreement.



INTERFUND  TRANSACTIONS--During the year ended August 31, 1995, the Fund engaged
in purchase  and sale  transactions with  funds that  have a  common  investment
adviser,  common Directors/Trustees, and/ or common officers. These transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $3,250,000 and $3,100,000, respectively.

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

                                       31

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

(5) INVESTMENT TRANSACTIONS

Purchases  and sales  of investments,  excluding short-term  securities, for the
period ended August 31, 1995, were as follows:


<TABLE>
<S>                                                                   <C>
- --------------------------------------------------------------------
PURCHASES                                                             $8,761,493
- --------------------------------------------------------------------  ----------
SALES                                                                 $9,582,374
- --------------------------------------------------------------------  ----------
</TABLE>




                                       32

INDEPENDENT AUDITOR'S 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 of
California Municipal Income  Fund (one  of the  portfolios comprising  Municipal
Securities  Income Trust), including the portfolio  of investments, as of August
31, 1995,  the related  statement of  operations for  the year  then ended,  the
statement of changes in net assets for the years ended August 31, 1995 and 1994,
and  the financial  highlights for  each of the  years in  the three-year period
ended August 31, 1995. These  financial statements and financial highlights  are
the responsibility of the Fund'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 as
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our procedures included confirmation  of the securities owned as  of


August  31, 1995, 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 California Municipal
Income Fund as of August 31, 1995, 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
Pittsburgh, Pennsylvania
October 13, 1995
    

                                       33

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

   


<TABLE>
<S>                                                              <C>
California 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 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

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

Independent Auditors
              Deloitte & Touche LLP                              2500 One PPG Place


                                                                 Pittsburgh, Pennsylvania 15222-5401
- -------------------------------------------------------------------------------------------
</TABLE>



    

                                       34

- --------------------------------------------------------------------------------
                                            CALIFORNIA MUNICIPAL
                                            INCOME FUND
                                            FORTRESS SHARES
                                            PROSPECTUS

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

                                           October 31, 1995

[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP #625922109
           2092918A (10/95)                        [RECYCLED PAPER LOGO]


                        CALIFORNIA MUNICIPAL INCOME FUND
                                FORTRESS SHARES


               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
                      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, 1995. 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, 1995    















           FEDERATED SECURITIES
           CORP.

           Distributor
           A subsidiary of FEDERATED
           INVESTORS


GENERAL INFORMATION ABOUT THE FUND1        Conversion to Federal Funds    15
                                           Purchases by Sales Representatives,
INVESTMENT OBJECTIVE AND POLICIES1
                                             Fund
 Acceptable Investments          1           Trustees, and Employees      15
 When-Issued and Delayed                  DETERMINING NET ASSET VALUE     15
  Delivery Transactions          2
                                           Valuing Municipal Bonds        15
 Temporary Investments           2
                                           Use of Amortized Cost          15
 Portfolio Turnover              3
                                          REDEEMING FORTRESS SHARES       15
 Investment Limitations          3
 California Investment Risks     4         Redemption in Kind             15
MUNICIPAL SECURITIES INCOME TRUST         EXCHANGE PRIVILEGE              16
MANAGEMENT                       7
                                           Reduced Sales Charge           16
 Fund Ownership                 11         Requirements for Exchange      16
 Trustees Compensation          12         Tax Consequences               16
 Trustee Liability              12         Making An Exchange             16
INVESTMENT ADVISORY SERVICES    13        TAX STATUS                      16

 Adviser to the Fund            13         The Fund's Tax Status          16
 Advisory Fees                  13        TOTAL RETURN                    17
ADMINISTRATIVE SERVICES         13
                                          YIELD                           17
TRANSFER AGENT AND DIVIDEND
                                          TAX-EQUIVALENT YIELD            17
DISBURSING AGENT                13
                                           Tax-Equivalency Table          17
BROKERAGE TRANSACTIONS          14
                                          PERFORMANCE COMPARISONS         18
PURCHASING FORTRESS SHARES      14
                                          ABOUT FEDERATED INVESTORS       19
 Distribution Plan and Shareholder
                                          APPENDIX                        21
  Services Agreement            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 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 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.
    
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. ("Moody's"), Standard & Poor's Ratings Group
     ("S&P") or Fitch's Investors Service Inc. ("Fitch") 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:
     ogovernmental 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;
     omunicipal notes and tax-exempt commercial paper;
     oserial bonds;
     otax anticipation notes sold to finance working capital needs of
      municipalities in anticipation of receiving taxes;
     obond anticipation notes sold in anticipation of the issuance of long-term
      bonds;
     opre-refunded municipal bonds whose timely payment of interest and
      principal is ensured by an escrow of U.S. government obligations; and
     ogeneral 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:
     owhether the lease can be terminated by the lessee;
     othe potential recovery, if any, from a sale of the leased property upon
      termination of the lease;
     othe lessee's general credit strength (e.g., its debt, administrative,
      economic and financial characteristics and prospects);
     othe 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 nonappropriation");
      and


     oany credit enhancement or legal recourse provided upon an event of non-
      appropriation or other termination of the lease.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund.  No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
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 years ended August 31, 1995 and
1994, the Fund's portfolio turnover rates were 63% and 63%, 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 twothirds 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, S&P, 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
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President and Trustee of the Trust.




Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.


J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.


Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.




Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Vice President and Treasurer
of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice President, Secretary, and
Trustee, Federated Administrative Services; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Vice President and
Secretary of the Funds.


     * This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.


     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.
    
   
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust;; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Newpoint
Funds; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument


Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding Shares.
   
As of October 9,1995, 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 588,952 Shares (40.70%) and BHC Securities
Inc., Philadelphia, PA, owned approximately 76,507 Shares (5.29%).
    
   
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue  $ -0-     $ -0- for the Trust and
Trustee and Chairman          68 other investment companies in the Fund Complex
Thomas G. Bigley $141      $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy   $153      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


William J. Copeland        $153    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
J. Christopher Donahue     $ -0-   $ -0- for the Trust and
Trustee and Exec. Vice Pres.       14 other investment companies in the Fund 
                                   Complex

James E. Dowd    $153      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $141    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $153    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $124      $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $141      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $112    $ -0- for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Wesley W. Posvar $141      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts$141      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of five
portfolios.
+The information is provided for the last calendar year.
    


   
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, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal years ended August 31, 1995
and 1994, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1993, the Adviser earned advisory fees of $56,899,
$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 years ended August 31, 1995 and 1994, the Administrators collectively
earned $125,000 and $176,127, respectively, 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:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;


   o receipt of quotations for portfolio evaluations; and
   o 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.
   
During the fiscal years ended August 31, 1995 and 1994, and for the period from
December 2, 1992 (date of initial public investment) to August 31, 1993, the
Fund paid no brokerage commissions.
    
PURCHASING FORTRESS SHARES

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales charge 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 PLAN AND SHAREHOLDER SERVICES AGREEMENT
    
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, 1995 and 1994, and for the period from
December 2, 1992 (date of initial public investment) to August 31, 1993,
payments in the amount of $71,122, $75,651 and $29,255, respectively, were made
pursuant to the Distribution Plan. In addition, for the fiscal year ended August
31, 1995, payments in the amount of
$35,563 were made pursuant to the Shareholder Services Agreement.
    


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 charge.
Shares may also be sold without a sales charge 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 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 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 charge different from that of the Fund's or
with no sales charge 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 charge already paid and any sales charge of
the fund into which the Shares are to be exchanged, if higher.
REDUCED SALES CHARGE
If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales charge, 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:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o 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:
     othe availability of higher relative yields;
     odifferentials in market values;
     onew investment opportunities;
     ochanges in creditworthiness of an issuer; or
     oan 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 returns for the one-year period ended August 31,
1995, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1995, were 5.37% and 5.66%, 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, 1995 was  5.98%.
    
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, 1995
was 9.54%.
    
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.
   
                         TAXABLE YIELD EQUIVALENT FOR 1995

                              State of California

                                    TAX BRACKET
    Combined Federal and State Tax Bracket:

              21.00%   37.30%    40.30%     46.00%49.60%
    50.60%

    Joint                     $1-                   $39,001-     $94,251-
             $143,601-         $256,501-                   OVER
    Return                39,000 94,250     143,600
    $256,500         $429,858                    $429,858

    Tax-Exempt Yield                                                  Taxable
    Yield Equivalent

     1.50%     1.90%    2.39%     2.51%      2.78%       2.98%          3.04%
     2.00      2.53     3.19      3.35       3.70        3.97           4.05
     2.50      3.16     3.99      4.19       4.63        4.96           5.06
     3.00      3.80     4.78      5.03       5.56        5.95           6.07
     3.50      4.43     5.58      5.86       6.48        6.94           7.09
     4.00      5.06     6.38      6.70       7.41        7.94           8.10
     4.50      5.70     7.18      7.54       8.33        8.93           9.11
     5.00      6.33     7.97      8.38       9.26        9.92          10.12
     5.50      6.96     8.77      9.21      10.19       10.91          11.13

    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. If you itemize deductions, your taxable yield
    equivalent will be lower.
    The chart above is for illustrative purposes only.  It is not an indicator
    of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
    
PERFORMANCE COMPARISONS

The performance of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's expenses; and
   o 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:
   o 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.
   o 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.
   o 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 charge.
   
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making -- structured, straightforward, and consistent.  This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds with
approximately $6.6 billion in total assets.  In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds.  These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*









*source:  Investment Company Institute
    
   
Federated Investors, through it subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to theses institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.


BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
    
APPENDIX

   
STANDARD & 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 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. ("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 & 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 & 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.
   

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.

Cusip #625922109
2092918B (10/95)
    



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, 1995, 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, which is in paper form only, or a paper copy of this
prospectus, if you have received your prospectus electronically, 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, 1995


    

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                                                          5
  New York Municipal Securities                                                7
  Investment Risks                                                             7
  Non-Diversification                                                          8
  Investment Limitations                                                       8


NET ASSET VALUE                                                                8
- ------------------------------------------------------

INVESTING IN FORTRESS SHARES                                                   8
- ------------------------------------------------------

  Share Purchases                                                              8
  Minimum Investment Required                                                  9
  What Shares Cost                                                             9
   
  Eliminating/Reducing the Sales Charge                                       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                                                  15

MUNICIPAL SECURITIES INCOME TRUST
  INFORMATION                                                                 15
- ------------------------------------------------------



  Management of Municipal Securities
     Income Trust                                                             15
  Distribution of Fortress Shares                                             17
  Administration of the Fund                                                  18

SHAREHOLDER INFORMATION                                                       19
- ------------------------------------------------------

  Voting Rights                                                               19
  Massachusetts Partnership Law                                               19

TAX INFORMATION                                                               20
- ------------------------------------------------------

  Federal Income Tax                                                          20
  New York Taxes                                                              21
  Other State and Local Taxes                                                 21

PERFORMANCE INFORMATION                                                       21
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          23
- ------------------------------------------------------

INDEPENDENT AUDITORS' REPORT                                                  33
- ------------------------------------------------------

ADDRESSES                                                                     34


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

   
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
    


<TABLE>
<S>                                                                                               <C>         <C>
                                                       FORTRESS SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)..........................       1.00%
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)..................................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable) (1)...........................................................       1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable).....................................       None
Exchange Fee...........................................................................................       None
                                                  ANNUAL OPERATING EXPENSES
                                           (As a percentage of average net assets)
Management Fee (after waiver) (2)......................................................................       0.00%
12b-1 Fee (after waiver) (3)...........................................................................       0.02%
Total Other Expenses (after expense reimbursement).....................................................       0.98%
    Shareholder Services Fee (after waiver) (4)................................................   0.23%
Total 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 operating expenses in the table above are based on expenses
    expected during the fiscal year ending August 31, 1996. The total operating
    expenses were 0.59% for the fiscal year ended August 31, 1995 and would have
    been 2.33% absent the voluntary waivers of the management fee, the 12b-1 fee
    and the shareholder services 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 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.
    

NEW YORK MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Independent Auditors' Report on page 33.
    


<TABLE>
<CAPTION>
                                                                                         YEAR ENDED AUGUST 31,
                                                                                     1995       1994       1993(A)
<S>                                                                                <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $   10.10  $   10.92   $    10.04
- ---------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------------------------
  Net investment income                                                                 0.57       0.57         0.44
- ---------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                0.03      (0.82)        0.88
- ---------------------------------------------------------------------------------  ---------  ---------   ----------
  Total from investment operations                                                      0.60      (0.25)        1.32
- ---------------------------------------------------------------------------------  ---------  ---------   ----------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------------------------
  Distributions from net investment income                                             (0.57)     (0.57)       (0.44)
- ---------------------------------------------------------------------------------  ---------  ---------   ----------
NET ASSET VALUE, END OF PERIOD                                                     $   10.13  $   10.10   $    10.92
- ---------------------------------------------------------------------------------  ---------  ---------   ----------
TOTAL RETURN (B)                                                                        6.41%     (2.31%)      13.38%
- ---------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------------------------
  Expenses                                                                              0.59%      0.39%        0.25%(c)
- ---------------------------------------------------------------------------------
  Net investment income                                                                 5.94%      5.49%        5.53%(c)
- ---------------------------------------------------------------------------------


  Expense waiver/reimbursement (d)                                                      1.74%      2.07%        1.91%(c)
- ---------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                            $21,600    $23,152      $14,495
- ---------------------------------------------------------------------------------
  Portfolio turnover                                                                      55%        37%           0%
- ---------------------------------------------------------------------------------
</TABLE>




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

   
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
    

(c) Computed on an annualized basis.

(d) 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 dated August 31, 1995, 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 ("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 charge 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 one to 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., providing growth of capital and income


        through high-quality stocks;

      . California Municipal Income Fund, 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 with volatility of principal which is lower than investment
        companies investing primarily in fixed-rate mortgage securities.

      . 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 federal regular income tax by investing
        primarily in a diversified portfolio of municipal bonds;

      . Fortress Utility Fund, Inc., providing high current income and moderate
        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., an equity fund investing primarily in
        stocks which have a history of regular dividends;

      . Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value;


      . Limited Term Municipal Fund, 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, providing current income exempt from federal
        regular income tax and Ohio personal taxes;

      . Strategic Income Fund, providing high current income through investing
        in domestic corporate debt obligations, U.S. government securities, and
        foreign government and corporate debt obligations; 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.
    

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.

   
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. 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 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 & 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, 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 also 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 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 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 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 "Supplemental 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, P.O. Box


        8600, Boston, MA 02266-8600.
    

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 charge of 1% of the offering price (which is 1.01% of the
net amount invested). Further, there is no sales charge for purchases of $1
million or more. In addition, no charge 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 as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, 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 charge retained by it. Any portion of the
sales charge 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 charge 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 charge 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/REDUCING THE SALES CHARGE

The sales charge 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; or

      . concurrent purchases.

   
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. There is no sales charge 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 charge.

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 charge 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 charge 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
charge 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 charge may be eliminated by signing a
letter of intent to that effect. This letter of intent includes a provision for
a sales charge 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 charge.
    

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 charge on prior
purchases will not be adjusted to reflect a lower sales charge.

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 charge. 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 charge. If the shareholder redeems his Shares, there may be tax
consequences.

CONCURRENT PURCHASES. For purposes of qualifying for a sales charge 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 charge. For example, if a shareholder concurrently invested $400,000 in
one of the other Fortress Funds and $600,000 in Shares, the sales charge would
be eliminated. To receive this sales charge 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 charge 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 in a minimum 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 1% sales charge 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 charge (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 New York Municipal Cash Trust and
other Fortress Funds, such exchanges may be subject to a CDSC and possibly a


sales charge.
    

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 charge, 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. 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, P.O. Box 8600, Boston, MA 02266-8600. 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 should be sent by insured mail with
the written request to: Federated Services Company, 500 Victory Road--2nd Floor,
North Quincy, MA 02171.
    

SIGNATURES. Shareholders requesting a redemption of any amount to be sent to an
address other than that on record with the Fund, or a redemption payable other
than to the shareholder of record must have 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


        Exchanges;

      . 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..........................    4 years or less                  1%
$2,000,000 to $4,999,999..................    2 years or less                .50%
$5,000,000 or more........................     1 year or less                .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 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 to the extent that
no payment was advanced for purchases made by or through such entities.
    



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 charge, 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 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.

   
Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These


codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violation of the codes are subject to review by the Board of Trustees, and
could result in severe penalties.
    

     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. With over $72 billion invested across
     more than 260 funds under management and/or administration by its
     subsidiaries, as of December 31, 1994, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,750 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

     J. Scott Albrecht has been the Fund's portfolio manager since March, 1995.
     Mr. Albrecht joined Federated Investors in 1989 and has been a Vice
     President of the Fund's investment adviser since October, 1994. Prior to
     this, Mr. Albrecht served as an Assistant Vice President of the

     Fund's investment adviser. 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.

     Jonathan C. Conley has been the Fund's portfolio manager since its
     inception. Mr. Conley joined Federated Investors in 1979 and has been a
     Vice President of the Fund's investment adviser since 1982. Mr. Conley is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Virginia.
    


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 PLAN AND SHAREHOLDER SERVICES. 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 services or distribution related 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 Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Shares, computed at an annual rate, to obtain certain personal services for
shareholders and for the maintenance of shareholder accounts. Under the
Shareholder Services Agreement, Federated Shareholder will either perform
shareholder services directly or will select financial institutions to perform
shareholder services. Financial institutions will receive fees based upon Shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. Federated Securities Corp. 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, in addition to payments made pursuant to the Distribution Plan and
Shareholder Services Agreement, Federated Securities Corp. and Federated
Shareholder Services, from their own assets, may pay financial institutions
supplemental fees for the performance of substantial sales services,
distribution-related support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees
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 Adviser or its affiliates, and
not the Fund.
    

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
<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 8600, Boston,
Massachusetts 02266-8600, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company, P.O.
Box 8600, Boston, Massachusetts 02266-8600, is transfer agent for the Shares of
the Fund and dividend disbursing agent for the Fund.

INDEPENDENT AUDITORS. The independent auditors for the Fund are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
    

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 October 9,


1995, Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL, owned 48.01% 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.

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.

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 charge 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, advertisements for the Fund may refer to ratings, rankings
and other information in certain financial publications and/or compare the
Fund's performance to certain indices.
    

   
NEW YORK MUNICIPAL INCOME FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
    


<TABLE>
<CAPTION>
 PRINCIPAL                                                                              CREDIT
   AMOUNT                                                                               RATING*        VALUE
<C>           <S>                                                                     <C>          <C>
- ------------  ----------------------------------------------------------------------  -----------  --------------
LONG-TERM MUNICIPAL SECURITIES--102.0%
- ------------------------------------------------------------------------------------
              NEW YORK--98.0%
              ----------------------------------------------------------------------
$    305,000  Nassau County, NY IDA, Civic Facility Revenue Bonds, 6.85% (Hofstra
              University), 1/1/2012                                                            A   $      324,514
              ----------------------------------------------------------------------
     330,000  Nassau County, NY IDA, Civic Facility Revenue Bonds, 6.85% (Hofstra
              University), 1/1/2013                                                            A          349,998
              ----------------------------------------------------------------------
     350,000  New York City Municipal Water Finance Authority, Water & Sewer System
              Revenue Bonds (Series B), 6.375%
              (Original Issue Yield: 6.57%), 6/15/2022                                         A          356,192
              ----------------------------------------------------------------------
   1,000,000  New York City, NY IDA, (Series 1995) Civic Facility Revenue Bonds,
              6.30% (College of New Rochelle)/(Original Issue Yield: 6.45%),
              9/1/2015                                                                       Baa          985,480
              ----------------------------------------------------------------------
     500,000  New York City, NY IDA, Civic Facility Revenue Bonds, 7.00% (Mt. St.
              Vincent College, NY), 5/1/2008                                                  NR          528,815
              ----------------------------------------------------------------------
   1,000,000  New York City, NY IDA, Special Facilities Revenue Bonds, 6.125%
              (Terminal One Group Association)/(Original Issue Yield: 6.50%),


              1/1/2024                                                                         A          970,480
              ----------------------------------------------------------------------
     750,000  New York City, NY IDA, Special Facilities Revenue Bonds, 6.90%
              (American Airlines), 8/1/2024                                                  Baa          776,100
              ----------------------------------------------------------------------
   2,000,000  New York City, NY, UT GO Bonds (Series B), 7.25%
              (Original Issue Yield: 7.55%), 8/15/2019                                      BBB+        2,137,080
              ----------------------------------------------------------------------
     500,000  New York City, NY, UT GO Bonds (Series C), 7.25%
              (Original Issue Yield: 7.375%), 8/15/2024                                     BBB+          521,375
              ----------------------------------------------------------------------
     900,000  New York State Dormitory Authority, Revenue Bonds (Series A), 6.50%
              (University of Rochester, NY)/(Original Issue Yield: 6.582%), 7/1/2019          A+          931,023
              ----------------------------------------------------------------------
     500,000  New York State Energy Research & Development
              Authority, Revenue Bonds (Series B), 6.375%
              (Consolidated Edison Co.)/(Original Issue Yield: 6.521%),
              12/1/2027                                                                      Aa2          509,720
              ----------------------------------------------------------------------
$  1,000,000  New York State Environmental Facilities Corp., Solid Waste Disposal
              Revenue Bonds (Series A), 5.70% (Occidental Petroleum Corp.)/(Original
              Issue Yield: 5.75%), 9/1/2028                                                  BBB   $      893,060
              ----------------------------------------------------------------------
     900,000  New York State Environmental Facilities Corp., Water Facilities
              Revenue Refunding Bonds (Series A), 6.30% (Spring Valley Water Co.,
              NY)/(AMBAC INS), 8/1/2024                                                      AAA          918,450
              ----------------------------------------------------------------------
   1,000,000  New York State HFA, (Series 1995A) Sevice Contract
              Obligation Revenue Bonds, 6.375% (Original Issue


              Yield: 6.45%), 9/15/2015                                                       BBB        1,012,110
              ----------------------------------------------------------------------
   1,000,000  New York State Medical Care Facilities Finance Agency, FHA-Mortgage
              Revenue Bonds (Series A), 6.50% (Lockport Memorial Hospital, NY)/(FHA
              GTD), 2/15/2035                                                                 AA        1,035,090
              ----------------------------------------------------------------------
   1,000,000  New York State Medical Care Facilities Finance Agency, Revenue Bonds
              (Series B), 6.60% (FHA GTD)/(Original Issue Yield: 6.625%), 8/15/2034           AA        1,037,460
              ----------------------------------------------------------------------
   1,200,000  New York State Mortgage Agency, Homeowner Mortgage Revenue Bonds
              (Series 46), 6.65%, 10/1/2025                                                   Aa        1,221,240
              ----------------------------------------------------------------------
   3,975,000  New York State Mortgage Agency, Revenue Bonds (Series 40A), 6.70%,
              4/1/2025                                                                        Aa        4,056,845
              ----------------------------------------------------------------------
   1,000,000  New York State Thruway Authority, Local Highway and Bridge Service
              Contract Revenue Bonds, (Series 1995), 6.25% (Original Issue Yield:
              6.435%), 4/1/2014                                                              BBB        1,004,840
              ----------------------------------------------------------------------
     750,000  Niagra Frontier Transportation Authority, Airport Revenue Bonds, 6.25%
              (Greater Buffalo International Airport)/ (AMBAC INS)/(Original Issue
              Yield: 6.536%), 4/1/2024                                                       AAA          764,482
              ----------------------------------------------------------------------
     300,000  Port Authority of New York and New Jersey, Revenue Bonds (Series 76),
              6.50% (Original Issue Yield: 6.782%),
              11/1/2026                                                                       A1          309,930
              ----------------------------------------------------------------------
     500,000  Port Authority of New York and New Jersey, Revenue Bonds (Series 96),
              6.60% (FGIC INS)/(Original Issue Yield: 6.65%), 10/1/2023                      AAA          524,735


              ----------------------------------------------------------------------               --------------
              Total                                                                                    21,169,019
              ----------------------------------------------------------------------               --------------
              PUERTO RICO--4.0%
              ----------------------------------------------------------------------
$    300,000  Puerto Rico Electric Power Authority, Power Revenue Bonds (Series R),
              6.25% (Original Issue Yield: 6.494%),
              7/1/2017                                                                      Baa1   $      304,641
              ----------------------------------------------------------------------
     550,000  Puerto Rico Electric Power Authority, Revenue Bonds (Series T), 6.375%
              (Original Issue Yield: 6.58%), 7/1/2024                                       Baa1          565,757
              ----------------------------------------------------------------------               --------------
              Total                                                                                       870,398
              ----------------------------------------------------------------------               --------------
              TOTAL LONG-TERM MUNICIPAL SECURITIES
              (IDENTIFIED COST $21,357,761)                                                            22,039,417
              ----------------------------------------------------------------------               --------------
SHORT-TERM MUNICIPAL SECURITIES--0.9%
- ------------------------------------------------------------------------------------
              PUERTO RICO--0.9%
              ----------------------------------------------------------------------
     200,000  Puerto Rico Government Development Bank Weekly VRDNs (Credit Suisse,
              Zurich LOC)                                                              AA1                200,000
              ----------------------------------------------------------------------               --------------
              TOTAL SHORT-TERM MUNICIPAL SECURITIES
              (AT AMORTIZED COST)                                                                         200,000
              ----------------------------------------------------------------------               --------------
              TOTAL MUNICIPAL SECURITIES
              (IDENTIFIED COST $21,557,761) (A)                                                    $   22,239,417


              ----------------------------------------------------------------------               --------------
</TABLE>



   

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

(a) The cost of investments for federal tax purposes amounts to $21,557,761. The
    net unrealized appreciation on a federal tax cost basis amounts to $681,656,
    and is comprised of $781,149 appreciation and $99,493 depreciation at August
    31, 1995.

Note: The categories of investments are shown as a percentage of net assets
      ($21,600,270) at August 31,1995.

The following acronyms are used throughout this portfolio:

AMBAC -- American Municipal Bond Assurance
             Corporation
FGIC -- Financial Guaranty Insurance Company
FHA -- Federal Housing Administration
GO -- General Obligation
GTD -- Guaranteed
HFA -- Housing Finance Authority
IDA -- Industrial Development Authority
INS -- Insurance
LOC -- Letter of Credit
UT -- Unlimited Tax
VRDNs -- Variable Rate Demand Notes


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

   
NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------
    


<TABLE>
<S>                                                                                      <C>         <C>
ASSETS:
- ---------------------------------------------------------------------------------------------------
Total investments in securities, at value (identified and tax cost $21,557,761)                      $  22,239,417
- ---------------------------------------------------------------------------------------------------
Cash                                                                                                        53,849
- ---------------------------------------------------------------------------------------------------
Income receivable                                                                                          334,401
- ---------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                  42,003
- ---------------------------------------------------------------------------------------------------
Deferred expenses                                                                                            3,842
- ---------------------------------------------------------------------------------------------------  -------------
     Total assets                                                                                       22,673,512
- ---------------------------------------------------------------------------------------------------
LIABILITIES:
- ---------------------------------------------------------------------------------------------------
Payable for investments purchased                                                        $  984,861
- ---------------------------------------------------------------------------------------
Income distribution payable                                                                  73,784
- ---------------------------------------------------------------------------------------
Accrued expenses                                                                             14,597
- ---------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                   1,073,242
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS for 2,133,081 shares outstanding                                                          $  21,600,270
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS CONSIST OF:


- ---------------------------------------------------------------------------------------------------
Paid in capital                                                                                      $  22,676,049
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation of investments                                                                 681,656
- ---------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments                                                            (1,757,435)
- ---------------------------------------------------------------------------------------------------  -------------
     Total Net Assets                                                                                $  21,600,270
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ---------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($21,600,270 / 2,133,081 shares outstanding)                                      $10.13
- ---------------------------------------------------------------------------------------------------  -------------
Offering Price Per Share (100/99.00 of $10.13)*                                                             $10.23
- ---------------------------------------------------------------------------------------------------  -------------
Redemption Proceeds Per Share (99.00/100 of $10.13)**                                                       $10.03
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>




   
 * See "What Shares Cost."

** See "Contingent Deferred Sales Charge."

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

   
NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------
    


<TABLE>
<S>                                                                           <C>         <C>         <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Interest                                                                                              $ 1,425,137
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------------
Investment advisory fee                                                                   $   87,317
- ----------------------------------------------------------------------------------------
Administrative personnel and services fee                                                    125,000
- ----------------------------------------------------------------------------------------
Custodian fees                                                                                45,426
- ----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                      20,875
- ----------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                      1,005
- ----------------------------------------------------------------------------------------
Auditing fees                                                                                 13,521
- ----------------------------------------------------------------------------------------
Legal fees                                                                                     2,771
- ----------------------------------------------------------------------------------------
Portfolio accounting fees                                                                     15,359
- ----------------------------------------------------------------------------------------
Distribution services fee                                                                    109,146
- ----------------------------------------------------------------------------------------
Shareholder services fee                                                                      54,573
- ----------------------------------------------------------------------------------------
Share registration costs                                                                      13,136


- ----------------------------------------------------------------------------------------
Printing and postage                                                                           3,624
- ----------------------------------------------------------------------------------------
Insurance premiums                                                                             4,284
- ----------------------------------------------------------------------------------------
Taxes                                                                                            110
- ----------------------------------------------------------------------------------------
Miscellaneous                                                                                 11,591
- ----------------------------------------------------------------------------------------  ----------
    Total expenses                                                                           507,738
- ----------------------------------------------------------------------------------------
Waivers and reimbursements--
- ----------------------------------------------------------------------------------------
  Waiver of investment advisory fee                                           $  (87,317)
- ----------------------------------------------------------------------------
  Waiver of distribution services fee                                           (104,780)
- ----------------------------------------------------------------------------
  Waiver of shareholder services fee                                              (4,367)
- ----------------------------------------------------------------------------
  Reimbursement of other operating expenses                                     (182,382)
- ----------------------------------------------------------------------------  ----------
    Total waivers and reimbursements                                                        (378,846)
- ----------------------------------------------------------------------------------------  ----------
         Net expenses                                                                                     128,892
- ----------------------------------------------------------------------------------------------------  -----------
             Net investment income                                                                      1,296,245
- ----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------------------


Net realized loss on investments                                                                       (1,275,390)
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                                    1,320,408
- ----------------------------------------------------------------------------------------------------  -----------
    Net realized and unrealized gain on investments                                                        45,018
- ----------------------------------------------------------------------------------------------------  -----------
      Change in net assets resulting from operations                                                  $ 1,341,263
- ----------------------------------------------------------------------------------------------------  -----------
</TABLE>




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

   
NEW YORK MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
    


<TABLE>
<CAPTION>
                                                                                         YEAR ENDED AUGUST 31,
                                                                                         1995            1994
<S>                                                                                  <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- -----------------------------------------------------------------------------------
OPERATIONS--
- -----------------------------------------------------------------------------------
Net investment income                                                                $   1,296,245  $    1,157,074
- -----------------------------------------------------------------------------------
Net realized gain (loss) on investments ($716,692 net loss and $0,
respectively, as computed for federal tax purposes)                                     (1,275,390)       (482,045)
- -----------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                     1,320,408      (1,327,995)
- -----------------------------------------------------------------------------------  -------------  --------------
     Change in net assets resulting from operations                                      1,341,263        (652,966)
- -----------------------------------------------------------------------------------  -------------  --------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -----------------------------------------------------------------------------------
Distributions from net investment income                                                (1,296,245)     (1,157,074)
- -----------------------------------------------------------------------------------  -------------  --------------
SHARE TRANSACTIONS--
- -----------------------------------------------------------------------------------
Proceeds from sale of shares                                                             4,339,252      12,080,816
- -----------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of distributions declared                                                                  335,077         266,053
- -----------------------------------------------------------------------------------


Cost of shares redeemed                                                                 (6,271,295)     (1,879,694)
- -----------------------------------------------------------------------------------  -------------  --------------
     Change in net assets resulting from share transactions                             (1,596,966)     10,467,175
- -----------------------------------------------------------------------------------  -------------  --------------
          Change in net assets                                                          (1,551,948)      8,657,135
- -----------------------------------------------------------------------------------
NET ASSETS:
- -----------------------------------------------------------------------------------
Beginning of period                                                                     23,152,218      14,495,083
- -----------------------------------------------------------------------------------  -------------  --------------
End of period                                                                        $  21,600,270  $   23,152,218
- -----------------------------------------------------------------------------------  -------------  --------------
</TABLE>




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

NEW YORK MUNICIPAL INCOME FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(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 five, non-diversified
portfolios. The financial statements included herein are 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.

     INVESTMENT VALUATIONS--Short-term securities with remaining maturities of


     sixty days or less at the time of purchase may be stated at amortized cost,
     which approximates fair market value. All other securities are valued at
     prices provided by an independent pricing services.

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

   
     FEDERAL TAXES--It is the 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 income. Accordingly, no
     provisions for federal tax are necessary.

     At August 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $716,692, 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 as follows:
    


<TABLE>
<CAPTION>
     EXPIRATION YEAR          EXPIRATION AMOUNT
<S>                        <C>
          2003                   $   716,692
</TABLE>




   
     Additionally, net capital losses of $1,040,743 attributable to security
     transactions incurred after October 31, 1994, are treated as arising on
     September 1, 1995, the first day of the Fund next taxable year.
    

     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.

     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 tax-exempt mutual fund that invest nationally. In order to
     reduce the credit risk associated with such factors, at August 31, 1995,
     20.1% 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 does not exceed 9.3% of total investments.

     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.

     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,
                                                                                              1995        1994
<S>                                                                                         <C>        <C>
Shares sold                                                                                   446,112   1,122,810
- ------------------------------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared                             34,269      25,601
- ------------------------------------------------------------------------------------------
Shares redeemed                                                                              (639,821)   (183,192)
- ------------------------------------------------------------------------------------------  ---------  ----------
     Net change resulting from Fund share transactions                                       (159,440)    965,219
- ------------------------------------------------------------------------------------------  ---------  ----------
</TABLE>




(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT 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"), under the
Administrative Services Agreement, provides the Fund administrative personnel
and services. This 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 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 shares. The Plan provides that the Fund, may incur distribution
expenses up to .50 of 1% of the average daily net assets of the Fund, annually,
to compensate FSC. FSC may voluntarily choose to waive a portion of its fee. FSC
can modify or terminate this voluntary waiver at any time at its sole
discretion.



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 daily net assets for the Fund for the period. This fee is to
obtain certain services for shareholders and to maintain shareholder accounts.
FSS may voluntarily choose to waive a portion of this fee. FSS can modify or
terminate this voluntary waiver at any time at its sole discretion.
    

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

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

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,
1995, the Fund paid $3,249 and $7,285, respectively, pursuant to this agreement.

INTERFUND TRANSACTIONS--During the year ended August 31, 1995, the Fund engaged
in purchase and sale transactions with other funds that have a common investment
Advisor (or affiliated investment Advisors), common Directors/Trustees, and/or
common Officers. These transactions were made at current market value pursuant


to Rule 17a-7 under the Act amounting to $5,850,000 and $5,700,000,
respectively.

GENERAL--Certain Officers and Trustees of the Trust 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, 1995, were as follows:


<TABLE>
<S>                                                                                                  <C>
- ---------------------------------------------------------------------------------------------------
PURCHASES                                                                                            $  11,681,930
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  12,248,577
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>




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

To the Board Trustees of Municipal Securities Income Trust
  and Shareholders of New York Municipal Income Fund:

   
We have audited the accompanying statement of assets and liabilities of New York
Municipal Income Fund (one of the portfolios comprising Municipal Securities
Income Trust), including the portfolio of investments, as of August 31, 1995,
the related statement of operations for the year then ended, the statement of
changes in net assets for the years ended August 31, 1995 and 1994, and the
financial highlights for each of the years in the three-year period ended August
31, 1995. These financial statements and financial highlights are the
responsibility of the Fund'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, 1995, 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 New York Municipal
Income Fund as of August 31, 1995, 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

Pittsburgh, Pennsylvania
October 13, 1995

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


<TABLE>
<S>                 <C>                                                    <C>
New York Municipal Income Fund
                    Fortress Shares                                        Federated Investors Tower
                                                                           Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

Investment Adviser
                    Federated Advisers                                     Federated Investors Tower
                                                                           Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Independent Auditors
                    Deloitte & Touche LLP                                  2500 One PPG Place


                                                                           Pittsburgh, Pennsylvania 15222-5401
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>




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, 1995
    

[LOGO] FEDERATED SECURITIES CORP.
       ---------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PENNSYLVANIA 15222-3779
   
       Cusip 625922208
       2092919A-FS (10/95)
    


                         NEW YORK MUNICIPAL INCOME FUND
                                FORTRESS SHARES
               (A PORTFOLIO OF MUNICIPAL SECURITIES INCOME TRUST)
                      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, 1995. 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, 1995    














           FEDERATED SECURITIES CORP.

           Distributor
           A subsidiary of FEDERATED
           INVESTORS


GENERAL INFORMATION ABOUT THE FUND1        Conversion to Federal Funds    14
                                           Purchases by Sales Representatives,
INVESTMENT OBJECTIVE AND POLICIES1
                                             Fund
 Acceptable Investments          1           Trustees, and Employees      14
 When-Issued and Delayed                  DETERMINING NET ASSET VALUE     14
  Delivery Transactions          2
                                           Valuing Municipal Bonds        14
 Temporary Investments           2
                                           Use of Amortized Cost          14
 Portfolio Turnover              3
                                          REDEEMING FORTRESS SHARES       14
 Investment Limitations          3
 New York Investment Risks       4         Redemption in Kind             14
MUNICIPAL SECURITIES INCOME TRUST         EXCHANGE PRIVILEGE              15
MANAGEMENT                       6
                                           Reduced Sales Charge           15
 Fund Ownership                 10         Requirements for Exchange      15
 Trustees Compensation          11         Tax Consequences               15
 Trustee Liability              11         Making An Exchange             15
INVESTMENT ADVISORY SERVICES    12        TAX STATUS                      15

 Adviser to the Fund            12         The Fund's Tax Status          15
 Advisory Fees                  12        TOTAL RETURN                    16
ADMINISTRATIVE SERVICES         12
                                          YIELD                           16
TRANSFER AGENT AND DIVIDEND
                                          TAX-EQUIVALENT YIELD            16
DISBURSING AGENT                12
                                           Tax-Equivalency Table          16
BROKERAGE TRANSACTIONS          13
                                          PERFORMANCE COMPARISONS         17
PURCHASING FORTRESS SHARES      13
                                          ABOUT FEDERATED INVESTORS       18
 Distribution Plan and Shareholder
                                          APPENDIX                        20
  Services Agreement            13


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 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.
    
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:


     ogovernmental 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;
     omunicipal notes and tax-exempt commercial paper;
     oserial bonds;
     otax anticipation notes sold to finance working capital needs of
      municipalities in anticipation of receiving taxes;
     obond anticipation notes sold in anticipation of the issuance of long-term
      bonds;
     opre-refunded municipal bonds whose timely payment of interest and
      principal is ensured by an escrow of U.S. government obligations; and
     ogeneral 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:
     owhether the lease can be terminated by the lessee;
     othe potential recovery, if any, from a sale of the leased property upon
      termination of the lease;
     othe lessee's general credit strength (e.g., its debt, administrative,
      economic and financial characteristics and prospects);
     othe likelihood that the lessee will discontinue appropriating funding for
      the leased property because the property is no longer deemed essential to
      its operations (e.g., the potential for an "event of non-appropriation");
      and


     oany credit enhancement or legal recourse provided upon an event of non-
      appropriation or other termination of the lease.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
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 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 years ended August 31, 1995 and 1994, the Fund's
portfolio turnover rates were 55% and 37%, 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.
  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."
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
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President and Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.





William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.




J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Trustee
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global 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
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.




Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.





Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.




Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.







Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Vice President and Treasurer
of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; Director, Federated Research Corp. and Federated Global Research Corp.
; Trustee, Federated Services Company; Executive Vice President, Secretary, and
Trustee, Federated Administrative Services; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Vice President and
Secretary of the Funds.


     * This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.


     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.
    
   
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Newpoint
Funds; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument


Funds; The Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds
II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the outstanding Shares.
   
As of October 9, 1995, the following shareholder of record owned 5% or more of
the outstanding Shares of the Fund: Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL, owned approximately 1,021,550 Shares (48.01%).
    
   
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST              TRUST*#          FROM FUND COMPLEX +


John F. Donahue  $ -0-     $ -0- for the Trust and
Trustee and Chairman          68 other investment companies in the Fund Complex
Thomas G. Bigley $149      $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy   $162      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland        $162    $117,202 for the Trust and


Trustee                    64 other investment companies in the Fund Complex
J. Christopher Donahue     $ -0-   $ -0- for the Trust and
Trustee and Exec. Vice Pres.       14 other investment companies in the Fund 
                                   Complex

James E. Dowd    $162      $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $149    $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $162    $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $130      $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $149      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $118    $ -0- for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Wesley W. Posvar $149      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex

Marjorie P. Smuts$149      $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised of five
portfolios.
+The information is provided for the last calendar year.
    
   


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, the Adviser receives an annual investment advisory
fee as described in the prospectus. For the fiscal years ended August 31, 1995
and 1994, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1993, the Adviser earned advisory fees of $87,317,
$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 years ended August 31, 1995 and 1994, the Administrators collectively
earned $125,000 and $177,907, respectively, 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.
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:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;


   o receipt of quotations for portfolio evaluations; and
   o 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.
   
During the fiscal years ended August 31, 1995 and 1994, and for the period from
December 2, 1992 (date of initial public investment) to August 31, 1993, the
Fund paid no brokerage commissions.
    
PURCHASING FORTRESS SHARES

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value plus a sales charge 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 PLAN AND SHAREHOLDER SERVICES AGREEMENT
    
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, 1995 and 1994, and for the period from
December 2, 1992 (date of initial public investment) to August 31, 1993 payments
in the amount of $4,366, $105,399 and $31,628, respectively, were made pursuant
to the Distribution Plan. In addition, for the fiscal year ended August 31,
1995, payments in the amount of $50,206 were made pursuant to the Shareholder
Services Agreement.
    


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 charge.
Shares may also be sold without a sales charge 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 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 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 charge different from that of the Fund's or with no
sales charge 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 charge already paid and any sales charge of the fund
into which the Shares are to be exchanged, if higher.
REDUCED SALES CHARGE
If a shareholder making such an exchange qualifies for a reduction or an
elimination of the sales charge, 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:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o 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:
     othe availability of higher relative yields;
     odifferentials in market values;
     onew investment opportunities;
     ochanges in creditworthiness of an issuer; or
     oan 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 returns for the one-year period ended August 31,
1995, and for the period from December 2, 1992 (date of initial public
investment) to August 31, 1995 were 4.33% and 5.56%, 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, 1995 was 5.78%.
    
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, 1995
was 9.01%.
    
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.
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.
   
                         TAXABLE YIELD EQUIVALENT FOR 1995

                               State of New York

    TAX BRACKET:
    FEDERAL   15.00%  28.00%     31.00%      36.00%     39.60%

    COMBINED FEDERAL
    AND STATE 22.875% 35.875%   38.875%     43.875%    47.475%



    JOINT        $1- $39,001-   $94,251-   $143,601-     OVER
    RETURN    39,000  94,250    143,600     256,500    256,500

    SINGLE       $1- $23,351-   $56,551-   $117,951-     OVER
    RETURN    23,350  56,550    117,950     256,500    256,500


Tax-Exempt


Yield                    Taxable Yield Equivalent


     1.50%     1.94%    2.34%     2.45%      2.67%       2.86%
     2.00%     2.59%    3.12%     3.27%      3.56%       3.81%
     2.50%     3.24%    3.90%     4.09%      4.45%       4.76%
     3.00%     3.89%    4.68%     4.91%      5.35%       5.71%
     3.50%     4.54%    5.46%     5.73%      6.24%       6.66%
     4.00%     5.19%    6.24%     6.54%      7.13%       7.62%
     4.50%     5.83%    7.02%     7.36%      8.02%       8.57%
     5.00%     6.48%    7.80%     8.18%      8.91%       9.52%
     5.50%     7.13%    8.58%     9.00%      9.80%      10.47%
     6.00%     7.78%    9.36%     9.82%     10.69%      11.42%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional state and
    local taxes paid on comparable taxable investments were not used to
    increase federal deductions.
    The chart above is for illustrative purposes only.  It is not an indicator
    of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.
    
PERFORMANCE COMPARISONS

The performance of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;


   o changes in the Fund's expenses; and
   o 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:
   O 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.
   o 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.
   o 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 charge.
   
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making -- structured, straightforward, and consistent.  This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the municipal sector, as of December 31, 1994, Federated managed 18 bond
funds with approximately $1.9 billion in assets and 18 money market funds with
approximately $6.6 billion in total assets.  In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.


MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds.  These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*








*source:  Investment Company Institute
Federated Investors, through it subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to theses institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.


The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide -- including 200 New York Stock Exchange firms -- supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
    
APPENDIX

   
STANDARD & 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 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. ("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 & 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 & 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.
   
    

PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:
      (a) Financial Statements: Filed in Part A.
      (b) Exhibits:
          (1)  (i)  Paper Copy of Declaration of Trust of the Registrant
                    (1);
               (ii) Paper Copy of Amendment No. 1 (dated August 26, 1991)
                    to Declaration of Trust (5);
              (iii) Conformed Copy of Amendment No. 2 (dated August 6,

Cusip #625922208
2092919B (10/95)


                    1990) to the Declaration of Trust (6);
               (iv) Conformed Copy of Amendment No. 3 (dated August 31,
                    1992) to the Declaration of Trust (8);
                (v) Conformed Copy of Amendment No. 4 (dated September 17,
                    1992) to the Declaration of Trust (8);
               (vi) Conformed Copy of Amendment No. 5 (dated February 4,
                    1993) to the Declaration of Trust (10);
              (vii) Conformed Copy of Amendment No. 6 (dated May 24, 1993)
                    to the Declaration of Trust; (13)
          (2)  Copy of By-Laws of the Registrant (1);
          (3)  Not applicable;
          (4)  Copy of Specimen Certificate for Shares of Beneficial
               Interest for:
                (i) Pennsylvania Municipal Income Fund-Class A   Shares
                    (16);
               (ii) Ohio Municipal Income Fund-Trust Shares (6);
              (iii) California Municipal Income Fund (10);
               (iv) New York Municipal Income Fund (10);
                (v) Michigan Intermediate Municipal Trust (16);

+    All exhibits are filed electronically.

1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed August 31, 1990.  (File Nos.
     33-36729 and 811-6165)
5.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 4 on Form N-1A filed on October 28, 1991.  (File Nos.
     33-36729 and 811-6165)


6.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 5 on Form N-1A filed on January 24, 1992.  (File Nos.
     33-36729 and 811-6165)
8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 on Form N-1A filed on September 25, 1992.  (File Nos.
     33-36729 and 811-6165)
10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 on Form N-1A filed on March 24, 1993.  (File Nos. 33-
     36729 and 811-6165)
13.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 13 on Form N-1A filed on July 2, 1993,  (File Nos. 33-
     36729 and 811-6165)
16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 15 on Form N-1A filed on October 27, 1994.  (File Nos.
     33-36729 and 811-6165)


          (5)  Copy of new Investment Advisory Contract of the
               Registrant (8);
                (i) Copy of Amendment to Investment Advisory Contract (12)
               (ii) Conformed Copies of Amendments to Investment Advisory
                    Contract (14);
              (iii) Conformed Copies of Amendments to Investment Advisory
                    Contract (14);
          (6)  Copy of Distributor's Contract of the Registrant (8);
                (i) Copy of Amendment to Distributor's Contract (12);
               (ii) Conformed copy of Amendment to Distributor's Contract
                    (14);


              (iii) The Registrant incorporates the conformed copy of the
                    specimen Mutual Fund Sales and Service Agreement;
                    Mutual Funds Service Agreement; and Plan Trustee/Mutual
                    Funds Service Agreement from Item 24(b)(6) of the Cash
                    Trust Series II Registration Statement filed with the
                    Commission on July 24, 1995. (File Number 33-38550 and
                    811-6269).
          (7)  Not applicable;
          (8)  Conformed Copy of Custodian Contract of the Registrant;+
          (9)  (i)  Conformed Copy of Agreement for Fund Accounting,
                    Shareholder Recordkeeping, and Custody Services
                    Procurement;+
              (ii)  Conformed Copy of Shareholder
                    Services Agreement(17);
             (iii)  Conformed Copy of Administrative Services
                    Agreement (16);
              (iv)  The response and exhibits described in Item 24(b)(6)
                    are hereby incorporated by reference;
         (10)  Conformed Copy of Opinion and Consent of Counsel as to the
               legality of shares being registered (1);
         (11)  Conformed Copy of Consent of Independent Auditors;+
         (12)  Not applicable;


+    All exhibits are filed electronically.

1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed August 31, 1990.  (File Nos.
     33-36729 and 811-6165)


8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 on Form N-1A filed on September 25, 1992.  (File Nos.
     33-36729 and 811-6165)
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 on Form N-1A filed on May 17, 1993.  (File Nos. 33-
     36729 and 811-6165)
14.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 14 on Form N-1A filed on October 28, 1993.  (File Nos.
     33-36729 and 811-6165)
16.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 15 on Form N-1A filed on October 27, 1994.  (File Nos.
     33-36729 and 811-6165)
17.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 17 on Form N-1A filed on December 30, 1994.  (File Nos.
     33-36729 and 811-6165)
         (13)  Conformed Copy of Initial Capital Understanding (1);
         (14)  Not applicable;
         (15)   (i) Copy of Distribution Plan (12);
               (ii) Copy of 12b-1 Agreement (8);
             (iii)  The response and exhibits described in Item 24(b)(6)
                    are hereby incorporated by reference;
         (16)  Copy of Schedule for Computation of Fund Performance Data
               for:
                (i) Ohio Municipal Income Fund;+
               (ii) Pennsylvania Municipal Income Fund;+
              (iii) California Municipal Income Fund (11);
               (iv) New York Municipal Income Fund (11);
                (v) Michigan Municipal Income Fund (11);
         (17)  Copy of Financial Data Schedules;+


         (18)  Not applicable.
         (19)  Conformed Copy of Power of Attorney;+

Item 25.  Persons Controlled by or Under Common Control with Registrant

          None


+    All exhibits are filed electronically.

1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed August 31, 1990.  (File Nos.
     33-36729 and 811-6165)
8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 7 on Form N-1A filed on September 25, 1992.  (File Nos.
     33-36729 and 811-6165)
11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 11 on Form N-1A filed on April 28, 1993.  (File Nos. 33-
     36729 and 811-6165)
12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 on Form N-1A filed on May 17, 1993.  (File Nos. 33-
     36729 and 811-6165)
15.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 15 on Form N-1A filed on February 24, 1994.  (File Nos.
     33-36729 and 811-6165)


Item 26.  Number of Holders of Securities:


                                        Number of Record Holders
          Title of Class                 as of October 9, 1995
          Shares of
          beneficial interest

          California Municipal Income Fund       410
          Michigan Municipal Income Trust        896
          New York Municipal Income Fund         410
          Ohio Municipal Income Fund           2,002
          Pennsylvania Municipal Income Fund   2,301

Item 27.  Indemnification: (1)

Item 28.  Business and Other Connections of Investment Adviser:

          (a)For a description of the other business of the investment
             adviser, see the section entitled "Municipal Securities
             Income Trust Information - Management of Municipal Securities
             Income Trust" in Part A.  The affiliations with the
             Registrant of four of the Trustees and one of the Officers of
             the investment adviser are included in Part B of this
             Registration Statement under "Municipal Securities Income
             Trust Management."  The remaining Trustee of the investment
             adviser, his position with the investment adviser, and, in
             parentheses, his principal occupation is: Mark D. Olson,
             (Partner, Wilson, Halbrook & Bayard), 107 W. Market Street,
             Georgetown, Delaware, 19947.


             The remaining Officers of the investment adviser are: William
             P. Dawson, III, J. Thomas Madden, and Mark L. Mallon,
             Executive Vice Presidents; Henry J. Gailliot, Senior Vice
             President-Economist; Peter R. Anderson, Drew J. Collins,
             Jonathan C. Conley, and J. Alan Minteer, Senior Vice
             Presidents; J. Scott Albrecht, Joseph M. Balestrino, Randall
             S. Bauer, David A. Briggs Kenneth J. Cody, Deborah A.
             Cunningham, Michael P. Donnelly, Linda A. Duessel, Mark E.
             Durbiano, Kathleen Foody-Malus, Thomas M. Franks, Edward C.
             Gonzales, Timothy E. Keefe, Stephen A. Keen, Mark S.
             Kopinski, Jeff A. Kozemchak, Marian R. Marinack, Susan M.
             Nason, Mary Jo Ochson, Robert J. Ostrowski, Frederick L.
             Plautz, Jr., Charles A. Ritter, James D. Roberge, Frank
             Semack, William F. Stotz, Sandra L. Weber and Christopher H.
             Wiles, Vice Presidents; Thomas R. Donahue, Treasurer; and
             Stephen A. Keen, Secretary.  The business address of each of
             the Officers of the investment adviser is Federated Investors
             Tower, Pittsburgh, PA 15222-3779.  These individuals are also
             officers of a majority of the investment advisers to the
             Funds listed in Part B of this Registration Statement.


+    All exhibits are filed electronically.

1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed August 31, 1990.  (File Nos.
     33-36729 and 811-6165)

Item 29.  Principal Underwriters:



(a)       Federated Securities Corp., the Distributor for shares of the
             Registrant, also acts as principal underwriter for the
             following open-end investment companies:  Alexander Hamilton
             Funds; American Leaders Fund, Inc.; Annuity Management
             Series; Arrow Funds; Automated Government Money Trust;
             BayFunds;  The Biltmore Funds; The Biltmore Municipal Funds;
             Blanchard Funds; Blanchard Precious Metals, Inc.; Cash Trust
             Series, Inc.; Cash Trust Series II; DG Investor Series;
             Edward D. Jones & Co. Daily Passport Cash Trust; Federated
             ARMs Fund; Federated Equity Funds; Federated Exchange Fund,
             Ltd.; Federated GNMA Trust; Federated Government Trust;
             Federated High Yield Trust; Federated Income Securities
             Trust; Federated Income Trust; Federated Index Trust;
             Federated Institutional Trust; Federated Master Trust;
             Federated Municipal Trust; Federated Short-Term Municipal
             Trust; Federated Short-Term U.S. Government Trust; Federated
             Stock Trust; Federated Tax-Free Trust; Federated Total Return
             Series, Inc.; Federated U.S. Government Bond Fund; Federated
             U.S. Government Securities Fund: 1-3 Years; Federated
             U.S. Government Securities Fund: 3-5 Years;First Priority
             Funds; First Union Funds; Fixed Income Securities, Inc.;
             Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress
             Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
             Fountain Square Funds; Fund for U.S. Government Securities,
             Inc.; Government Income Securities, Inc.; High Yield Cash
             Trust; Independence One Mutual Funds; Insurance Management
             Series; Intermediate Municipal Trust; International Series
             Inc.; Investment Series Funds, Inc.; Investment Series Trust;


             Liberty Equity Income Fund, Inc.; Liberty High Income Bond
             Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
             U.S. Government Money Market Trust; Liberty Utility Fund,
             Inc.; Liquid Cash Trust; Managed Series Trust; Marshall
             Funds, Inc.; Money Market Management, Inc.; Money Market
             Obligations Trust; Money Market Trust; The Monitor Funds;
             Newpoint Funds; 111 Corcoran Funds; Peachtree Funds; The
             Planters Funds; RIMCO Monument Funds; The Shawmut Funds;
             SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The
             Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
             Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
             Tower Mutual Funds; Trademark Funds; Trust for Financial
             Institutions; Trust for Government Cash Reserves; Trust for
             Short-Term U.S. Government Securities; Trust for U.S.
             Treasury Obligations; The Virtus Funds; Vision Fiduciary
             Funds, Inc.; Vision Group of Funds, Inc.; and World
             Investment Series, Inc.

             Federated Securities Corp. also acts as principal underwriter
             for the following closed-end investment company:  Liberty
             Term Trust, Inc.- 1999.


          (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant


Richard B. Fisher         Director, Chairman, Chief    Vice President Federated
Investors Tower           Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.

Edward C. Gonzales        Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated,   President
Pittsburgh, PA 15222-3779 Securities Corp.

John W. McGonigle         Director, Federated     Executive Vice
Federated Investors Tower Securities Corp.        President and
Pittsburgh, PA 15222-3779                         Secretary

John B. Fisher            President-Institutional Sales,    --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz             President-Broker/Dealer,     --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer        Executive Vice President of       --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Richard W. Boyd           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Keith Nixon               Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion        Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman           Vice President, Secretary,        --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Mary J. Combs             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant

Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Jill Ehrenfeld            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald     Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


H. Joeseph Kenedy         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant

J. Michael Miller         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert F. Phillips        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart        Vice President,              --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter               With Registrant

Michael P. Wolff          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings      Assistant Vice President,         --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue         Asstistant Secretary,        --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


   (c)  Not applicable.

Item 30.  Location of Accounts and Records:


All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant                      Federated Investors Tower
                                Pittsburgh, PA  15222-3779

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

Federated Adminstrative ServicesFederated Investors Tower
("Administrator")               Pittsburgh, PA  15222-3779

Federated Advisers              Federated Investors Tower
("Adviser")                     Pittsburgh, PA  15222-3779

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



Item 31.  Management Services:

          Not applicable.

Item 32.  Undertakings:


          Registrant hereby undertakes to comply with the provisions of
          Section 16(c) of the 1940 Act with respect to the removal of
          Trustees and the calling of special shareholder meetings by
          shareholders.

          Registrant hereby undertakes to furnish each person to whom a
          prospectus is delivered with a copy of the Registrant's latest
          annual report to shareholders upon request and without charge.



SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MUNICIPAL SECURITIES INCOME
TRUST, certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 26th day of October, 1995.

                       MUNICIPAL SECURITIES INCOME TRUST

               BY: /s/Charles H. Field
               Charles H. Field, Assistant Secretary
               Attorney in Fact for John F. Donahue
               October 26, 1995


   Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

   NAME                       TITLE                         DATE

By:/s/Charles H. Field
   Charles H. Field         Attorney In Fact      October 26, 1995
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

John F. Donahue*            Chairman and Trustee
                            (Chief Executive Officer)

Richard B. Fisher*          President

J. Christopher Donahue*     Executive Vice President
                            and Trustee

David M. Taylor*            Treasurer
                            (Principal Financial and
                            Accounting Officer)

Thomas G. Bigley*           Trustee

John T. Conroy, Jr.*        Trustee


William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

John E. Murray*             Trustee

Wesley W. Posvar*           Trustee




                                                    Exhibit (11) under Form N-1A
                                                     Exhibit 23 under 601/Reg SK

INDEPENDENT AUDITORS' CONSENT

To the Board of Trustees and Shareholders of
   Municipal Securities Income Trust

We consent to the use in Post-Effective Amendment No. 19 to Registration
Statement (No. 33-36729) of Municipal Securities Income Trust (including
California Municipal Income Fund, Michigan Intermediate Municipal Trust, New
York Municipal Income Fund, Ohio Municipal Income Fund and Pennsylvania
Municipal Income Fund) of our reports dated October 13, 1995, appearing in the
Prospectuses, which are a part of such Registration Statement, and to the
reference to us under the heading "Financial Highlights" in such Prospectuses.


DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania



                                                       Exhibit 8 under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                               CUSTODIAN CONTRACT
                                    BETWEEN
                         FEDERATED INVESTMENT COMPANIES
                                      AND
                      STATE STREET BANK AND TRUST COMPANY
                                      AND
                           FEDERATED SERVICES COMPANY



TABLE OF CONTENTS
                                                             Page
1.   Employment of Custodian and Property to be Held by It......1
2.   Duties of the Custodian With Respect to Property of
     the Funds Held by the Custodian............................2
     2.1  Holding Securities....................................2
     2.2  Delivery of Securities................................2
     2.3  Registration of Securities............................5
     2.4  Bank Accounts.........................................6
     2.5  Payments for Shares...................................7
     2.6  Availability of Federal Funds.........................7
     2.7  Collection of Income..................................7
     2.8  Payment of Fund Moneys................................8
     2.9  Liability for Payment in Advance of Receipt of
     Securities Purchased.......................................9
     2.10 Payments for Repurchases or Redemptions of
     Shares of a Fund...........................................9
     2.11 Appointment of Agents................................10
     2.12 Deposit of Fund Assets in Securities System..........10
     2.13 Segregated Account...................................12
     2.14 Joint Repurchase Agreements..........................13
     2.15 Ownership Certificates for Tax Purposes..............13
     2.16 Proxies..............................................13
     2.17 Communications Relating to Fund Portfolio
     Securities................................................13
     2.18 Proper Instructions..................................14
     2.19 Actions Permitted Without Express Authority..........14
     2.20 Evidence of Authority................................15



     2.21 Notice to Trust by Custodian Regarding Cash
     Movement..................................................15
3.   Duties of Custodian With Respect to the Books of
     Account and Calculation of Net Asset Value and
     Net Income................................................15
4.   Records ..................................................16
5.   Opinion of Funds' Independent Public
     Accountants/Auditors......................................16
6.   Reports to Trust by Independent Public
     Accountants/Auditors......................................17
7.   Compensation of Custodian.................................17
8.   Responsibility of Custodian...............................17
9.   Effective Period, Termination and Amendment...............19
10.  Successor Custodian.......................................20
11.  Interpretive and Additional Provisions....................21
12.  Massachusetts Law to Apply................................22
13.  Notices ..................................................22
14.  Counterparts..............................................22
15.  Limitations of Liability..................................22



CUSTODIAN CONTRACT

This Contract between those INVESTMENT COMPANIES listed on Exhibit 1, as it
may be amended from time to time, (the "Trust"), which may be Massachusetts
business trusts or Maryland corporations or have such other form of
organization as may be indicated, on behalf of the portfolios (hereinafter
collectively called the "Funds" and individually referred to as a "Fund") of
the Trust, having its principal place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, and STATE STREET BANK AND TRUST
COMPANY, a Massachusetts trust company, having its principal place of business
at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the
"Custodian", and FEDERATED SERVICES COMPANY, a Delaware business trust
company, having its principal place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, hereinafter called ("Company").

     WITNESSETH:  That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1.   Employment of Custodian and Property to be Held by It
     The Trust hereby employs the Custodian as the custodian of the assets of
     each of the Funds of the Trust.  Except as otherwise expressly provided
     herein, the securities and other assets of each of the Funds shall be
     segregated from the assets of each of the other Funds and from all other
     persons and entities.  The Trust will deliver to the Custodian all
     securities and cash owned by the Funds and all payments of income,
     payments of principal or capital distributions received by them with
     respect to all securities owned by the Funds from time to time, and the
     cash consideration received by them for shares ("Shares") of beneficial
     interest/capital stock of the Funds as may be issued or sold from time to



     time.  The Custodian shall not be responsible for any property of the
     Funds held or received by the Funds and not delivered to the Custodian.
     Upon receipt of "Proper Instructions" (within the meaning of Section
     2.18), the Custodian shall from time to time employ one or more sub-
     custodians upon the terms specified in the Proper Instructions, provided
     that the Custodian shall have no more or less responsibility or liability
     to the Trust or any of the Funds on account of any actions or omissions
     of any sub-custodian so employed than any such sub-custodian has to the
     Custodian.
2.   Duties of the Custodian With Respect to Property of the Funds Held by the
     Custodian
     2.1Holding Securities.  The Custodian shall hold and physically
        segregate for the account of each Fund all non-cash property,
        including all securities owned by each Fund, other than securities
        which are maintained pursuant to Section 2.12 in a clearing agency
        which acts as a securities depository or in a book-entry system
        authorized by the U.S. Department of the Treasury, collectively
        referred to herein as "Securities System", or securities which are
        subject to a joint repurchase agreement with affiliated funds
        pursuant to Section 2.14.  The Custodian shall maintain records of
        all receipts, deliveries and locations of such securities, together
        with a current inventory thereof, and shall conduct periodic physical
        inspections of certificates representing stocks, bonds and other
        securities held by it under this Contract in such manner as the
        Custodian shall determine from time to time to be advisable in order
        to verify the accuracy of such inventory.  With respect to securities
        held by any agent appointed pursuant to Section 2.11 hereof, and with
        respect to securities held by any sub-custodian appointed pursuant to



        Section 1 hereof, the Custodian may rely upon certificates from such
        agent as to the holdings of such agent and from such sub-custodian as
        to the holdings of such sub-custodian, it being understood that such
        reliance in no way relieves the Custodian of its responsibilities
        under this Contract.  The Custodian will promptly report to the Trust
        the results of such inspections, indicating any shortages or
        discrepancies uncovered thereby, and take appropriate action to
        remedy any such shortages or discrepancies.
     2.2Delivery of Securities.  The Custodian shall release and deliver
        securities owned by a Fund held by the Custodian or in a Securities
        System account of the Custodian only upon receipt of Proper
        Instructions, which may be continuing instructions when deemed
        appropriate by the parties, and only in the following cases:
        (1) Upon sale of such securities for the account of a Fund and
            receipt of payment therefor;
        (2) Upon the receipt of payment in connection with any repurchase
            agreement related to such securities entered into by the Trust;
        (3) In the case of a sale effected through a Securities System, in
            accordance with the provisions of Section 2.12 hereof;
        (4) To the depository agent in connection with tender or other
            similar offers for portfolio securities of a Fund, in accordance
            with the provisions of Section 2.17 hereof;
        (5) To the issuer thereof or its agent when such securities are
            called, redeemed, retired or otherwise become payable; provided
            that, in any such case, the cash or other consideration is to be
            delivered to the Custodian;
        (6) To the issuer thereof, or its agent, for transfer into the name
            of a Fund or into the name of any nominee or nominees of the



            Custodian or into the name or nominee name of any agent appointed
            pursuant to Section 2.11 or into the name or nominee name of any
            sub-custodian appointed pursuant to Section 1; or for exchange
            for a different number of bonds, certificates or other evidence
            representing the same aggregate face amount or number of units;
            provided that, in any such case, the new securities are to be
            delivered to the Custodian;
        (7) Upon the sale of such securities for the account of a Fund, to
            the broker or its clearing agent, against a receipt, for
            examination in accordance with "street delivery custom"; provided
            that in any such case, the Custodian shall have no responsibility
            or liability for any loss arising from the delivery of such
            securities prior to receiving payment for such securities except
            as may arise from the Custodian's own failure to act in
            accordance with the standard of reasonable care or any higher
            standard of care imposed upon the Custodian by any applicable law
            or regulation if such above-stated standard of reasonable care
            were not part of this Contract;
        (8) For exchange or conversion pursuant to any plan of merger,
            consolidation, recapitalization, reorganization or readjustment
            of the securities of the issuer of such securities, or pursuant
            to provisions for conversion contained in such securities, or
            pursuant to any deposit agreement; provided that, in any such
            case, the new securities and cash, if any, are to be delivered to
            the Custodian;
        (9) In the case of warrants, rights or similar securities, the
            surrender thereof in the exercise of such warrants, rights or
            similar securities or the surrender of interim receipts or
            temporary securities for definitive securities; provided that, in
            any such case, the new securities and cash, if any, are to be
            delivered to the Custodian;
        (10)   For delivery in connection with any loans of portfolio
            securities of a Fund, but only against receipt of adequate
            collateral in the form of (a) cash, in an amount specified by the
            Trust, (b) certificated securities of a description specified by
            the Trust, registered in the name of the Fund or in the name of a
            nominee of the Custodian referred to in Section 2.3 hereof or in
            proper form for transfer, or (c) securities of a description
            specified by the Trust, transferred through a Securities System
            in accordance with Section 2.12 hereof;
        (11)   For delivery as security in connection with any borrowings
            requiring a pledge of assets by a Fund, but only against receipt
            of amounts borrowed, except that in cases where additional
            collateral is required to secure a borrowing already made,
            further securities may be released for the purpose;
        (12)   For delivery in accordance with the provisions of any agreement
            among the Trust or a Fund, the Custodian and a broker-dealer
            registered under the Securities Exchange Act of 1934, as amended,
            (the "Exchange Act") and a member of The National Association of
            Securities Dealers, Inc. ("NASD"), relating to compliance with
            the rules of The Options Clearing Corporation and of any
            registered national securities exchange, or of any similar
            organization or organizations, regarding escrow or other
            arrangements in connection with transactions for a Fund;
        (13)   For delivery in accordance with the provisions of any agreement
            among the Trust or a Fund, the Custodian, and a Futures
            Commission Merchant registered under the Commodity Exchange Act,
            relating to compliance with the rules of the Commodity Futures
            Trading Commission and/or any Contract Market, or any similar
            organization or organizations, regarding account deposits in
            connection with transaction for a Fund;
        (14)   Upon receipt of instructions from the transfer agent ("Transfer
            Agent") for a Fund, for delivery to such Transfer Agent or to the
            holders of shares in connection with distributions in kind, in
            satisfaction of requests by holders of Shares for repurchase or
            redemption; and
        (15)   For any other proper corporate purpose, but only upon receipt
            of, in addition to Proper Instructions, a certified copy of a
            resolution of the Executive Committee of the Trust on behalf of a
            Fund signed by an officer of the Trust and certified by its
            Secretary or an Assistant Secretary, specifying the securities to
            be delivered, setting forth the purpose for which such delivery
            is to be made, declaring such purpose to be a proper corporate
            purpose, and naming the person or persons to whom delivery of
            such securities shall be made.
     2.3  Registration of Securities.  Securities held by the Custodian (other
        than bearer securities) shall be registered in the name of a
        particular Fund or in the name of any nominee of the Fund or of any
        nominee of the Custodian which nominee shall be assigned exclusively
        to the Fund, unless the Trust has authorized in writing the
        appointment of a nominee to be used in common with other registered
        investment companies affiliated with the Fund, or in the name or
        nominee name of any agent appointed pursuant to Section 2.11 or in
        the name or nominee name of any sub-custodian appointed pursuant to



        Section 1.  All securities accepted by the Custodian on behalf of a
        Fund under the terms of this Contract shall be in "street name" or
        other good delivery form.
     2.4  Bank Accounts.  The Custodian shall open and maintain a separate
        bank account or accounts in the name of each Fund, subject only to
        draft or order by the Custodian acting pursuant to the terms of this
        Contract, and shall hold in such account or accounts, subject to the
        provisions hereof, all cash received by it from or for the account of
        each Fund, other than cash maintained in a joint repurchase account
        with other affiliated funds pursuant to Section 2.14 of this Contract
        or by a particular Fund in a bank account established and used in
        accordance with Rule 17f-3 under the Investment Company Act of 1940,
        as amended, (the "1940 Act").  Funds held by the Custodian for a Fund
        may be deposited by it to its credit as Custodian in the Banking
        Department of the Custodian or in such other banks or trust companies
        as it may in its discretion deem necessary or desirable; provided,
        however, that every such bank or trust company shall be qualified to
        act as a custodian under the 1940 Act and that each such bank or
        trust company and the funds to be deposited with each such bank or
        trust company shall be approved by vote of a majority of the Board of
        Trustees/Directors ("Board") of the Trust.  Such funds shall be
        deposited by the Custodian in its capacity as Custodian for the Fund
        and shall be withdrawable by the Custodian only in that capacity.  If
        requested by the Trust, the Custodian shall furnish the Trust, not
        later than twenty (20) days after the last business day of each
        month, an internal reconciliation of the closing balance as of that
        day in all accounts described in this section to the balance shown on
        the daily cash report for that day rendered to the Trust.



     2.5Payments for Shares.  The Custodian shall make such arrangements with
        the Transfer Agent of each Fund, as will enable the Custodian to
        receive the cash consideration due to each Fund and will deposit into
        each Fund's account such payments as are received from the Transfer
        Agent.  The Custodian will provide timely notification to the Trust
        and the Transfer Agent of any receipt by it of payments for Shares of
        the respective Fund.
     2.6Availability of Federal Funds.  Upon mutual agreement between the
        Trust and the Custodian, the Custodian shall make federal funds
        available to the Funds as of specified times agreed upon from time to
        time by the Trust and the Custodian in the amount of checks, clearing
        house funds, and other non-federal funds received in payment for
        Shares of the Funds which are deposited into the Funds' accounts.
     2.7Collection of Income.
        (1) The Custodian shall collect on a timely basis all income and
            other payments with respect to registered securities held
            hereunder to which each Fund shall be entitled either by law or
            pursuant to custom in the securities business, and shall collect
            on a timely basis all income and other payments with respect to
            bearer securities if, on the date of payment by the issuer, such
            securities are held by the Custodian or its agent thereof and
            shall credit such income, as collected, to each Fund's custodian
            account.  Without limiting the generality of the foregoing, the
            Custodian shall detach and present for payment all coupons and
            other income items requiring presentation as and when they become
            due and shall collect interest when due on securities held
            hereunder.  The collection of income due the Funds on securities
            loaned pursuant to the provisions of Section 2.2 (10) shall be



            the responsibility of the Trust.  The Custodian will have no duty
            or responsibility in connection therewith, other than to provide
            the Trust with such information or data as may be necessary to
            assist the Trust in arranging for the timely delivery to the
            Custodian of the income to which each Fund is properly entitled.
        (2) The Custodian shall promptly notify the Trust whenever income due
            on securities is not collected in due course and will provide the
            Trust with monthly reports of the status of past due income
            unless the parties otherwise agree.
     2.8Payment of Fund Moneys.  Upon receipt of Proper Instructions, which
        may be continuing instructions when deemed appropriate by the
        parties, the Custodian shall pay out moneys of each Fund in the
        following cases only:
        (1) Upon the purchase of securities, futures contracts or options on
            futures contracts for the account of a Fund but only (a) against
            the delivery of such securities, or evidence of title to futures
            contracts, to the Custodian (or any bank, banking firm or trust
            company doing business in the United States or abroad which is
            qualified under the 1940 Act to act as a custodian and has been
            designated by the Custodian as its agent for this purpose)
            registered in the name of the Fund or in the name of a nominee of
            the Custodian referred to in Section 2.3 hereof or in proper form
            for transfer, (b) in the case of a purchase effected through a
            Securities System, in accordance with the conditions set forth in
            Section 2.12 hereof or (c) in the case of repurchase agreements
            entered into between the Trust and any other party, (i) against
            delivery of the securities either in certificate form or through
            an entry crediting the Custodian's account at the Federal Reserve



            Bank with such securities or (ii) against delivery of the receipt
            evidencing purchase for the account of the Fund of securities
            owned by the Custodian along with written evidence of the
            agreement by the Custodian to repurchase such securities from the
            Fund;
        (2) In connection with conversion, exchange or surrender of
            securities owned by a Fund as set forth in Section 2.2 hereof;
        (3) For the redemption or repurchase of Shares of a Fund issued by
            the Trust as set forth in Section 2.10 hereof;
        (4) For the payment of any expense or liability incurred by a Fund,
            including but not limited to the following payments for the
            account of the Fund:  interest; taxes; management, accounting,
            transfer agent and legal fees; and operating expenses of the
            Fund, whether or not such expenses are to be in whole or part
            capitalized or treated as deferred expenses;
        (5) For the payment of any dividends on Shares of a Fund declared
            pursuant to the governing documents of the Trust;
        (6) For payment of the amount of dividends received in respect of
            securities sold short;
        (7) For any other proper purpose, but only upon receipt of, in
            addition to Proper Instructions, a certified copy of a resolution
            of the Executive Committee of the Trust on behalf of a Fund
            signed by an officer of the Trust and certified by its Secretary
            or an Assistant Secretary, specifying the amount of such payment,
            setting forth the purpose for which such payment is to be made,
            declaring such purpose to be a proper purpose, and naming the
            person or persons to whom such payment is to be made.



     2.9Liability for Payment in Advance of Receipt of Securities Purchased.
        In any and every case where payment for purchase of securities for
        the account of a Fund is made by the Custodian in advance of receipt
        of the securities purchased, in the absence of specific written
        instructions from the Trust to so pay in advance, the Custodian shall
        be absolutely liable to the Fund for such securities to the same
        extent as if the securities had been received by the Custodian.
     2.10 Payments for Repurchases or Redemptions of Shares of a Fund.  From
        such funds as may be available for the purpose of repurchasing or
        redeeming Shares of a Fund, but subject to the limitations of the
        Declaration of Trust/Articles of Incorporation and any applicable
        votes of the Board of the Trust pursuant thereto, the Custodian
        shall, upon receipt of instructions from the Transfer Agent, make
        funds available for payment to holders of shares of such Fund who
        have delivered to the Transfer Agent a request for redemption or
        repurchase of their shares including without limitation through bank
        drafts, automated clearinghouse facilities, or by other means.  In
        connection with the redemption or repurchase of Shares of the Funds,
        the Custodian is authorized upon receipt of instructions from the
        Transfer Agent to wire funds to or through a commercial bank
        designated by the redeeming shareholders.
     2.11 Appointment of Agents.  The Custodian may at any time or times in
        its discretion appoint (and may at any time remove) any other bank or
        trust company which is itself qualified under the 1940 Act and any
        applicable state law or regulation, to act as a custodian, as its
        agent to carry out such of the provisions of this Section 2 as the
        Custodian may from time to time direct; provided, however, that the



        appointment of any agent shall not relieve the Custodian of its
        responsibilities or liabilities hereunder.
     2.12 Deposit of Fund Assets in Securities System.  The Custodian may
        deposit and/or maintain securities owned by the Funds in a clearing
        agency registered with the Securities and Exchange Commission ("SEC")
        under Section 17A of the Exchange Act, which acts as a securities
        depository, or in the book-entry system authorized by the U.S.
        Department of the Treasury and certain federal agencies, collectively
        referred to herein as "Securities System" in accordance with
        applicable Federal Reserve Board and SEC rules and regulations, if
        any, and subject to the following provisions:
        (1) The Custodian may keep securities of each Fund in a Securities
            System provided that such securities are represented in an
            account ("Account") of the Custodian in the Securities System
            which shall not include any assets of the Custodian other than
            assets held as a fiduciary, custodian or otherwise for customers;
        (2) The records of the Custodian with respect to securities of the
            Funds which are maintained in a Securities System shall identify
            by book-entry those securities belonging to each Fund;
        (3) The Custodian shall pay for securities purchased for the account
            of each Fund upon (i) receipt of advice from the Securities
            System that such securities have been transferred to the Account,
            and (ii) the making of an entry on the records of the Custodian
            to reflect such payment and transfer for the account of the Fund.
            The Custodian shall transfer securities sold for the account of a
            Fund upon (i) receipt of advice from the Securities System that
            payment for such securities has been transferred to the Account,
            and (ii) the making of an entry on the records of the Custodian



            to reflect such transfer and payment for the account of the Fund.
            Copies of all advices from the Securities System of transfers of
            securities for the account of a Fund shall identify the Fund, be
            maintained for the Fund by the Custodian and be provided to the
            Trust at its request.  Upon request, the Custodian shall furnish
            the Trust confirmation of each transfer to or from the account of
            a Fund in the form of a written advice or notice and shall
            furnish to the Trust copies of daily transaction sheets
            reflecting each day's transactions in the Securities System for
            the account of a Fund.
        (4) The Custodian shall provide the Trust with any report obtained by
            the Custodian on the Securities System's accounting system,
            internal accounting control and procedures for safeguarding
            securities deposited in the Securities System;
        (5) The Custodian shall have received the initial certificate,
            required by Section 9 hereof;
        (6) Anything to the contrary in this Contract notwithstanding, the
            Custodian shall be liable to the Trust for any loss or damage to
            a Fund resulting from use of the Securities System by reason of
            any negligence, misfeasance or misconduct of the Custodian or any
            of its agents or of any of its or their employees or from failure
            of the Custodian or any such agent to enforce effectively such
            rights as it may have against the Securities System; at the
            election of the Trust, it shall be entitled to be subrogated to
            the rights of the Custodian with respect to any claim against the
            Securities System or any other person which the Custodian may
            have as a consequence of any such loss or damage if and to the



            extent that a Fund has not been made whole for any such loss or
            damage.
        (7) The authorization contained in this Section 2.12 shall not
            relieve the Custodian from using reasonable care and diligence in
            making use of any Securities System.
     2.13 Segregated Account.  The Custodian shall upon receipt of Proper
        Instructions establish and maintain a segregated account or accounts
        for and on behalf of each Fund, into which account or accounts may be
        transferred cash and/or securities, including securities maintained
        in an account by the Custodian pursuant to Section 2.12 hereof, (i)
        in accordance with the provisions of any agreement among the Trust,
        the Custodian and a broker-dealer registered under the Exchange Act
        and a member of the NASD (or any futures commission merchant
        registered under the Commodity Exchange Act), relating to compliance
        with the rules of The Options Clearing Corporation and of any
        registered national securities exchange (or the Commodity Futures
        Trading Commission or any registered contract market), or of any
        similar organization or organizations, regarding escrow or other
        arrangements in connection with transactions for a Fund, (ii) for
        purpose of segregating cash or government securities in connection
        with options purchased, sold or written for a Fund or commodity
        futures contracts or options thereon purchased or sold for a Fund,
        (iii) for the purpose of compliance by the Trust or a Fund with the
        procedures required by any release or releases of the SEC relating to
        the maintenance of segregated accounts by registered investment
        companies and (iv) for other proper corporate purposes, but only, in
        the case of clause (iv), upon receipt of, in addition to Proper
        Instructions, a certified copy of a resolution of the Board or of the



        Executive Committee signed by an officer of the Trust and certified
        by the Secretary or an Assistant Secretary, setting forth the purpose
        or purposes of such segregated account and declaring such purposes to
        be proper corporate purposes.
     2.14 Joint Repurchase Agreements.  Upon the receipt of Proper
        Instructions, the Custodian shall deposit and/or maintain any assets
        of a Fund and any affiliated funds which are subject to joint
        repurchase transactions in an account established solely for such
        transactions for the Fund and its affiliated funds.  For purposes of
        this Section 2.14, "affiliated funds" shall include all investment
        companies and their portfolios for which subsidiaries or affiliates
        of Federated Investors serve as investment advisers, distributors or
        administrators in accordance with applicable exemptive orders from
        the SEC.  The requirements of segregation set forth in Section 2.1
        shall be deemed to be waived with respect to such assets.
     2.15 Ownership Certificates for Tax Purposes.  The Custodian shall
        execute ownership and other certificates and affidavits for all
        federal and state tax purposes in connection with receipt of income
        or other payments with respect to securities of a Fund held by it and
        in connection with transfers of securities.
     2.16 Proxies.  The Custodian shall, with respect to the securities held
        hereunder, cause to be promptly executed by the registered holder of
        such securities, if the securities are registered otherwise than in
        the name of a Fund or a nominee of a Fund, all proxies, without
        indication of the manner in which such proxies are to be voted, and
        shall promptly deliver to the Trust such proxies, all proxy
        soliciting materials and all notices relating to such securities.



     2.17 Communications Relating to Fund Portfolio Securities.  The Custodian
        shall transmit promptly to the Trust all written information
        (including, without limitation, pendency of calls and maturities of
        securities and expirations of rights in connection therewith and
        notices of exercise of call and put options written by the Fund and
        the maturity of futures contracts purchased or sold by the Fund)
        received by the Custodian from issuers of the securities being held
        for the Fund.  With respect to tender or exchange offers, the
        Custodian shall transmit promptly to the Trust all written
        information received by the Custodian from issuers of the securities
        whose tender or exchange is sought and from the party (or his agents)
        making the tender or exchange offer.  If the Trust desires to take
        action with respect to any tender offer, exchange offer or any other
        similar transaction, the Trust shall notify the Custodian in writing
        at least three business days prior to the date on which the Custodian
        is to take such action.  However, the Custodian shall nevertheless
        exercise its best efforts to take such action in the event that
        notification is received three business days or less prior to the
        date on which action is required.
     2.18 Proper Instructions.  Proper Instructions as used throughout this
        Section 2 means a writing signed or initialed by one or more person
        or persons as the Board shall have from time to time authorized.
        Each such writing shall set forth the specific transaction or type of
        transaction involved.  Oral instructions will be deemed to be Proper
        Instructions if (a) the Custodian reasonably believes them to have
        been given by a person previously authorized in Proper Instructions
        to give such instructions with respect to the transaction involved,
        and (b) the Trust promptly causes such oral instructions to be



        confirmed in writing.  Upon receipt of a certificate of the Secretary
        or an Assistant Secretary as to the authorization by the Board of the
        Trust accompanied by a detailed description of procedures approved by
        the Board, Proper Instructions may include communications effected
        directly between electro-mechanical or electronic devices provided
        that the Board and the Custodian are satisfied that such procedures
        afford adequate safeguards for a Fund's assets.
     2.19 Actions Permitted Without Express Authority.  The Custodian may in
        its discretion, without express authority from the Trust:
        (1) make payments to itself or others for minor expenses of handling
            securities or other similar items relating to its duties under
            this Contract, provided that all such payments shall be accounted
            for to the Trust in such form that it may be allocated to the
            affected Fund;
        (2) surrender securities in temporary form for securities in
            definitive form;
        (3) endorse for collection, in the name of a Fund, checks, drafts and
            other negotiable instruments; and
        (4) in general, attend to all non-discretionary details in connection
            with the sale, exchange, substitution, purchase, transfer and
            other dealings with the securities and property of each Fund
            except as otherwise directed by the Trust.
     2.20 Evidence of Authority.  The Custodian shall be protected in acting
        upon any instructions, notice, request, consent, certificate or other
        instrument or paper reasonably believed by it to be genuine and to
        have been properly executed on behalf of a Fund.  The Custodian may
        receive and accept a certified copy of a vote of the Board of the
        Trust as conclusive evidence (a) of the authority of any person to



        act in accordance with such vote or (b) of any determination of or
        any action by the Board pursuant to the Declaration of Trust/Articles
        of Incorporation as described in such vote, and such vote may be
        considered as in full force and effect until receipt by the Custodian
        of written notice to the contrary.
     2.21 Notice to Trust by Custodian Regarding Cash Movement.  The Custodian
        will provide timely notification to the Trust of any receipt of cash,
        income or payments to the Trust and the release of cash or payment by
        the Trust.
3.   Duties of Custodian With Respect to the Books of Account and Calculation
     of Net Asset Value and Net Income.
     The Custodian shall cooperate with and supply necessary information to
     the entity or entities appointed by the Board of the Trust to keep the
     books of account of each Fund and/or compute the net asset value per
     share of the outstanding Shares of each Fund or, if directed in writing
     to do so by the Trust, shall itself keep such books of account and/or
     compute such net asset value per share.  If so directed, the Custodian
     shall also calculate daily the net income of a Fund as described in the
     Fund's currently effective prospectus and Statement of Additional
     Information ("Prospectus") and shall advise the Trust and the Transfer
     Agent daily of the total amounts of such net income and, if instructed in
     writing by an officer of the Trust to do so, shall advise the Transfer
     Agent periodically of the division of such net income among its various
     components.  The calculations of the net asset value per share and the
     daily income of a Fund shall be made at the time or times described from
     time to time in the Fund's currently effective Prospectus.
4.   Records.



     The Custodian shall create and maintain all records relating to its
     activities and obligations under this Contract in such manner as will
     meet the obligations of the Trust and the Funds under the 1940 Act, with
     particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
     thereunder, and specifically including identified cost records used for
     tax purposes.  All such records shall be the property of the Trust and
     shall at all times during the regular business hours of the Custodian be
     open for inspection by duly authorized officers, employees or agents of
     the Trust and employees and agents of the SEC.  In the event of
     termination of this Contract, the Custodian will deliver all such records
     to the Trust, to a successor Custodian, or to such other person as the
     Trust may direct.  The Custodian shall supply daily to the Trust a
     tabulation of securities owned by a Fund and held by the Custodian and
     shall, when requested to do so by the Trust and for such compensation as
     shall be agreed upon between the Trust and the Custodian, include
     certificate numbers in such tabulations.
5.   Opinion of Funds' Independent Public Accountants/Auditors.
     The Custodian shall take all reasonable action, as the Trust may from
     time to time request, to obtain from year to year favorable opinions from
     each Fund's independent public accountants/auditors with respect to its
     activities hereunder in connection with the preparation of the Fund's
     registration statement, periodic reports, or any other reports to the SEC
     and with respect to any other requirements of such Commission.
6.   Reports to Trust by Independent Public Accountants/Auditors.
     The Custodian shall provide the Trust, at such times as the Trust may
     reasonably require, with reports by independent public
     accountants/auditors for each Fund on the accounting system, internal
     accounting control and procedures for safeguarding securities, futures



     contracts and options on futures contracts, including securities
     deposited and/or maintained in a Securities System, relating to the
     services provided by the Custodian for the Fund under this Contract; such
     reports shall be of sufficient scope and in sufficient detail, as may
     reasonably be required by the Trust, to provide reasonable assurance that
     any material inadequacies would be disclosed by such examination and, if
     there are no such inadequacies, the reports shall so state.
7.   Compensation of Custodian.
     The Custodian shall be entitled to reasonable compensation for its
     services and expenses as Custodian, as agreed upon from time to time
     between Company and the Custodian.
8.   Responsibility of Custodian.
     The Custodian shall be held to a standard of reasonable care in carrying
     out the provisions of this Contract; provided, however, that the
     Custodian shall be held to any higher standard of care which would be
     imposed upon the Custodian by any applicable law or regulation if such
     above stated standard of reasonable care was not part of this Contract.
     The Custodian shall be entitled to rely on and may act upon advice of
     counsel (who may be counsel for the Trust) on all matters, and shall be
     without liability for any action reasonably taken or omitted pursuant to
     such advice, provided that such action is not in violation of applicable
     federal or state laws or regulations, and is in good faith and without
     negligence.  Subject to the limitations set forth in Section 15 hereof,
     the Custodian shall be kept indemnified by the Trust but only from the
     assets of the Fund involved in the issue at hand and be without liability
     for any action taken or thing done by it in carrying out the terms and
     provisions of this Contract in accordance with the above standards.



     In order that the indemnification provisions contained in this Section 8
     shall apply, however, it is understood that if in any case the Trust may
     be asked to indemnify or save the Custodian harmless, the Trust shall be
     fully and promptly advised of all pertinent facts concerning the
     situation in question, and it is further understood that the Custodian
     will use all reasonable care to identify and notify the Trust promptly
     concerning any situation which presents or appears likely to present the
     probability of such a claim for indemnification.  The Trust shall have
     the option to defend the Custodian against any claim which may be the
     subject of this indemnification, and in the event that the Trust so
     elects it will so notify the Custodian and thereupon the Trust shall take
     over complete defense of the claim, and the Custodian shall in such
     situation initiate no further legal or other expenses for which it shall
     seek indemnification under this Section.  The Custodian shall in no case
     confess any claim or make any compromise in any case in which the Trust
     will be asked to indemnify the Custodian except with the Trust's prior
     written consent.
     Notwithstanding the foregoing, the responsibility of the Custodian with
     respect to redemptions effected by check shall be in accordance with a
     separate Agreement entered into between the Custodian and the Trust.
     If the Trust requires the Custodian to take any action with respect to
     securities, which action involves the payment of money or which action
     may, in the reasonable opinion of the Custodian, result in the Custodian
     or its nominee assigned to a Fund being liable for the payment of money
     or incurring liability of some other form, the Custodian may request the
     Trust, as a prerequisite to requiring the Custodian to take such action,
     to provide indemnity to the Custodian in an amount and form satisfactory
     to the Custodian.



     Subject to the limitations set forth in Section 15 hereof, the Trust
     agrees to indemnify and hold harmless the Custodian and its nominee from
     and against all taxes, charges, expenses, assessments, claims and
     liabilities (including counsel fees) (referred to herein as authorized
     charges) incurred or assessed against it or its nominee in connection
     with the performance of this Contract, except such as may arise from it
     or its nominee's own failure to act in accordance with the standard of
     reasonable care or any higher standard of care which would be imposed
     upon the Custodian by any applicable law or regulation if such above-
     stated standard of reasonable care were not part of this Contract.  To
     secure any authorized charges and any advances of cash or securities made
     by the Custodian to or for the benefit of a Fund for any purpose which
     results in the Fund incurring an overdraft at the end of any business day
     or for extraordinary or emergency purposes during any business day, the
     Trust hereby grants to the Custodian a security interest in and pledges
     to the Custodian securities held for the Fund by the Custodian, in an
     amount not to exceed 10 percent of the Fund's gross assets, the specific
     securities to be designated in writing from time to time by the Trust or
     the Fund's investment adviser.  Should the Trust fail to make such
     designation, or should it instruct the Custodian to make advances
     exceeding the percentage amount set forth above and should the Custodian
     do so, the Trust hereby agrees that the Custodian shall have a security
     interest in all securities or other property purchased for a Fund with
     the advances by the Custodian, which securities or property shall be
     deemed to be pledged to the Custodian, and the written instructions of
     the Trust instructing their purchase shall be considered the requisite
     description and designation of the property so pledged for purposes of
     the requirements of the Uniform Commercial Code.  Should the Trust fail



     to cause a Fund to repay promptly any authorized charges or advances of
     cash or securities, subject to the provision of the second paragraph of
     this Section 8 regarding indemnification, the Custodian shall be entitled
     to use available cash and to dispose of pledged securities and property
     as is necessary to repay any such advances.

9.   Effective Period, Termination and Amendment.
     This Contract shall become effective as of its execution, shall continue
     in full force and effect until terminated as hereinafter provided, may be
     amended at any time by mutual agreement of the parties hereto and may be
     terminated by either party by an instrument in writing delivered or
     mailed, postage prepaid to the other party, such termination to take
     effect not sooner than sixty (60) days after the date of such delivery or
     mailing; provided, however that the Custodian shall not act under Section
     2.12 hereof in the absence of receipt of an initial certificate of the
     Secretary or an Assistant Secretary that the Board of the Trust has
     approved the initial use of a particular Securities System as required in
     each case by Rule 17f-4 under the 1940 Act; provided further, however,
     that the Trust shall not amend or terminate this Contract in
     contravention of any applicable federal or state regulations, or any
     provision of the Declaration of Trust/Articles of Incorporation, and
     further provided, that the Trust may at any time by action of its Board
     (i) substitute another bank or trust company for the Custodian by giving
     notice as described above to the Custodian, or (ii) immediately terminate
     this Contract in the event of the appointment of a conservator or
     receiver for the Custodian by the appropriate banking regulatory agency
     or upon the happening of a like event at the direction of an appropriate
     regulatory agency or court of competent jurisdiction.



     Upon termination of the Contract, the Trust shall pay to the Custodian
     such compensation as may be due as of the date of such termination and
     shall likewise reimburse the Custodian for its costs, expenses and
     disbursements.
10.  Successor Custodian.
     If a successor custodian shall be appointed by the Board of the Trust,
     the Custodian shall, upon termination, deliver to such successor
     custodian at the office of the Custodian, duly endorsed and in the form
     for transfer, all securities then held by it hereunder for each Fund and
     shall transfer to separate accounts of the successor custodian all of
     each Fund's securities held in a Securities System.
     If no such successor custodian shall be appointed, the Custodian shall,
     in like manner, upon receipt of a certified copy of a vote of the Board
     of the Trust, deliver at the office of the Custodian and transfer such
     securities, funds and other properties in accordance with such vote.
     In the event that no written order designating a successor custodian or
     certified copy of a vote of the Board shall have been delivered to the
     Custodian on or before the date when such termination shall become
     effective, then the Custodian shall have the right to deliver to a bank
     or trust company, which is a "bank" as defined in the 1940 Act, (delete
     "doing business ... Massachusetts" unless SSBT is the Custodian) doing
     business in Boston, Massachusetts, of its own selection, having an
     aggregate capital, surplus, and undivided profits, as shown by its last
     published report, of not less than $100,000,000, all securities, funds
     and other properties held by the Custodian and all instruments held by
     the Custodian relative thereto and all other property held by it under
     this Contract for each Fund and to transfer to separate  accounts of such
     successor custodian all of each Fund's securities held in any Securities



     System.  Thereafter, such bank or trust company shall be the successor of
     the Custodian under this Contract.
     In the event that securities, funds and other properties remain in the
     possession of the Custodian after the date of termination hereof owing to
     failure of the Trust to procure the certified copy of the vote referred
     to or of the Board to appoint a successor custodian, the Custodian shall
     be entitled to fair compensation for its services during such period as
     the Custodian retains possession of such securities, funds and other
     properties and the provisions of this Contract relating to the duties and
     obligations of the Custodian shall remain in full force and effect.
11.  Interpretive and Additional Provisions.
     In connection with the operation of this Contract, the Custodian and the
     Trust may from time to time agree on such provisions interpretive of or
     in addition to the provisions of this Contract as may in their joint
     opinion be consistent with the general tenor of this Contract.  Any such
     interpretive or additional provisions shall be in a writing signed by
     both parties and shall be annexed hereto, provided that no such
     interpretive or additional provisions shall contravene any applicable
     federal or state regulations or any provision of the Declaration of
     Trust/Articles of Incorporation.  No interpretive or additional
     provisions made as provided in the preceding sentence shall be deemed to
     be an amendment of this Contract.
12.Massachusetts Law to Apply.
     This Contract shall be construed and the provisions thereof interpreted
     under and in accordance with laws of The Commonwealth of Massachusetts.
13.  Notices.
     Except as otherwise specifically provided herein, Notices and other
     writings delivered or mailed postage prepaid to the Trust at Federated



     Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the
     Custodian at address for SSBT only:  225 Franklin Street, Boston,
     Massachusetts, 02110, or to such other address as the Trust or the
     Custodian may hereafter specify, shall be deemed to have been properly
     delivered or given hereunder to the respective address.
14.  Counterparts.
     This Contract may be executed simultaneously in two or more counterparts,
     each of which shall be deemed an original.
15.  Limitations of Liability.
     The Custodian is expressly put on notice of the limitation of liability
     as set forth in Article XI of the Declaration of Trust of those Trusts
     which are business trusts and agrees that the obligations and liabilities
     assumed by the Trust and any Fund pursuant to this Contract, including,
     without limitation, any obligation or liability to indemnify the
     Custodian pursuant to Section 8 hereof, shall be limited in any case to
     the relevant Fund and its assets and that the Custodian shall not seek
     satisfaction of any such obligation from the shareholders of the relevant
     Fund, from any other Fund or its shareholders or from the Trustees,
     Officers, employees or agents of the Trust, or any of them.  In addition,
     in connection with the discharge and satisfaction of any claim made by
     the Custodian against the Trust, for whatever reasons, involving more
     than one Fund, the Trust shall have the exclusive right to determine the
     appropriate allocations of liability for any such claim between or among
     the Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed effective as of the 1st day of December, 1993.



ATTEST:                            INVESTMENT COMPANIES

/s/John G. McGonigle               By /s/John G. Donahue
                    ---------                           ----------
John G. McGonigle                  John F. Donahue
Secretary                          Chairman

ATTEST:                            STATE STREET BANK AND TRUST
                                   COMPANY

/s/ Ed McKenzie                    By /s/ F. J. Sidoti, Jr.
               --------------                              -------------
(Assistant) Secretary              Typed Name:  Frank J. Sidoti, Jr.
Typed Name:   Ed McKenzie          Title: Vice President

ATTEST:                            FEDERATED SERVICES COMPANY

/s/ Jeannette Fisher-Garber        By /s/ James J. Dolan
                           ------                       ------------
Jeannette Fisher-Garber            James J. Dolan
Secretary                          President



                                  EXHIBIT 1



<TABLE>
<S>              <C>
CONTRACT
DATE             INVESTMENT COMPANY


12/01/93         Municipal Securities Income Trust
                      California Municipal Income Fund (Fortress Shares)
                      Michigan Intermediate Municipal Trust
                      New York Municipal Income Fund (Fortress Shares)
                      Ohio Municipal Income Fund (Fortress Shares)
                      Pennsylvania Municipal Income Fund (Class A Shares)
</TABLE>



                                        Exhibit 9(i) under Form N-1A
                                  Exhibit 10 under Item 601/Reg. S-K

                                   AGREEMENT
                                      FOR
                                FUND ACCOUNTING,
                           SHAREHOLDER RECORDKEEPING,
                                      AND
                          CUSTODY SERVICES PROCUREMENT

  AGREEMENT made as of December 1, 1994, by and between those investment
companies listed on Exhibit 1 as may be amended from time to time, having
their principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the "Trust"), on behalf of the portfolios
(individually referred to herein as a "Fund" and collectively as "Funds") of
the Trust, and FEDERATED SERVICES COMPANY, a Delaware business trust, having
its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 (the "Company").
  WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
with authorized and issued shares of capital stock or beneficial interest
("Shares"); and
  WHEREAS, the Trust may desire to retain the Company to provide certain
pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so indicated
on Exhibit 1, and the Company is willing to furnish such services; and
  WHEREAS, the Trust may desire to appoint the Company as its transfer agent,
dividend disbursing agent if so indicated on Exhibit 1, and agent in
connection with certain other activities, and the Company desires to accept
such appointment; and
  WHEREAS, the Trust may desire to appoint the Company as its agent to
select, negotiate and subcontract for custodian services from an approved list
of qualified banks if so indicated on Exhibit 1, and the Company desires to
accept such appointment; and
  WHEREAS, from time to time the Trust may desire and may instruct the
Company to subcontract for the performance of certain of its duties and
responsibilities hereunder to State Street Bank and Trust Company or another
agent (the "Agent"); and
  WHEREAS, the words Trust and Fund may be used interchangeably for those
investment companies consisting of only one portfolio;
  NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:
SECTION ONE: FUND ACCOUNTING.
ARTICLE 1. APPOINTMENT.
  The Trust hereby appoints the Company to provide certain pricing and
accounting services to the Funds, and/or the Classes, for the period and on
the terms set forth in this Agreement. The Company accepts such appointment
and agrees to furnish the services herein set forth in return for the
compensation as provided in Article 3 of this Section.
ARTICLE 2. THE COMPANY'S DUTIES.
  Subject to the supervision and control of the Trust's Board of Trustees or
Directors ("Board"), the Company will assist the Trust with regard to fund
accounting for the Trust, and/or the Funds, and/or the Classes, and in
connection therewith undertakes to perform the following specific services;
  A.  Value the assets of the Funds using: primarily, market quotations,
      including the use of matrix pricing, supplied by the independent pricing
      services selected by the Company in consultation with the adviser, or
      sources selected by the adviser, and reviewed by the board; secondarily,
      if a designated pricing service does not provide a price for a security
      which the Company believes should be available by market quotation, the
      Company may obtain a price by calling brokers designated by the
      investment adviser of the fund holding the security, or if the adviser
      does not supply the names of such brokers, the Company will attempt on
      its own to find brokers to price those securities; thirdly, for
      securities for which no market price is available, the Pricing Committee
      of the Board will determine a fair value in good faith. Consistent with
      Rule 2a-4 of the 40 Act, estimates may be used where necessary or
      appropriate. The Company's obligations with regard to the prices
      received from outside pricing services and designated brokers or other
      outside sources, is to exercise reasonable care in the supervision of
      the pricing agent. The Company is not the guarantor of the securities
      prices received from such agents and the Company is not liable to the
      Fund for potential errors in valuing a Fund's assets or calculating the
      net asset value per share of such Fund or Class when the calculations
      are based upon such prices. All of the above sources of prices used as
      described are deemed by the Company to be authorized sources of security
      prices. The Company provides daily to the adviser the securities prices
      used in calculating the net asset value of the fund, for its use in
      preparing exception reports for those prices on which the adviser has
      comment. Further, upon receipt of the exception reports generated by the
      adviser, the Company diligently pursues communication regarding
      exception reports with the designated pricing agents.
  B.  Determine the net asset value per share of each Fund and/or Class, at
      the time and in the manner from time to time determined by the Board and
      as set forth in the Prospectus and Statement of Additional Information
      ("Prospectus") of each Fund;
  C.  Calculate the net income of each of the Funds, if any;
  D.  Calculate capital gains or losses of each of the Funds resulting from
      sale or disposition of assets, if any;
  E.  Maintain the general ledger and other accounts, books and financial
      records of the Trust, including for each Fund, and/or Class, as required
      under Section 31(a) of the 1940 Act and the Rules thereunder in
      connection with the services provided by the Company;
  F.  Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
      records to be maintained by Rule 31a-1 under the 1940 Act in connection
      with the services provided by the Company. The Company further agrees
      that all such records it maintains for the Trust are the property of the
      Trust and further agrees to surrender promptly to the Trust such records
      upon the Trust's request;
  G.  At the request of the Trust, prepare various reports or other financial
      documents required by federal, state and other applicable laws and
      regulations; and
  H.  Such other similar services as may be reasonably requested by the Trust.
ARTICLE 3. COMPENSATION AND ALLOCATION OF EXPENSES.
  A.  The Funds will compensate the Company for its services rendered pursuant
      to Section One of this Agreement in accordance with the fees agreed upon
      from time to time between the parties hereto. Such fees do not include
      out-of-pocket disbursements of the Company for which the Funds shall
      reimburse the Company upon receipt of a separate invoice. Out-of-pocket
      disbursements shall include, but shall not be limited to, the items
      agreed upon between the parties from time to time.
  B.  The Fund and/or the Class, and not the Company, shall bear the cost of:
      custodial expenses; membership dues in the Investment Company Institute
      or any similar organization; transfer agency expenses; investment
      advisory expenses; costs of printing and mailing stock certificates,
      Prospectuses, reports and notices; administrative expenses; interest on
      borrowed money; brokerage commissions; taxes and fees payable to
      federal, state and other governmental agencies; fees of Trustees or
      Directors of the Trust; independent auditors expenses; Federated
      Administrative Services and/or Federated Administrative Services, Inc.
      legal and audit department expenses billed to Federated Services Company
      for work performed related to the Trust, the Funds, or the Classes; law
      firm expenses; or other expenses not specified in this Article 3 which
      may be properly payable by the Funds and/or classes.
  C.  The compensation and out-of-pocket expenses shall be accrued by the Fund
      and shall be paid to the Company no less frequently than monthly, and
      shall be paid daily upon request of the Company. The Company will
      maintain detailed information about the compensation and out-of-pocket
      expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Trust and/or the Funds and a duly authorized officer of
      the Company.
  E.  The fee for the period from the effective date of this Agreement with
      respect to a Fund or a Class to the end of the initial month shall be
      prorated according to the proportion that such period bears to the full
      month period. Upon any termination of this Agreement before the end of
      any month, the fee for such period shall be prorated according to the
      proportion which such period bears to the full month period. For
      purposes of determining fees payable to the Company, the value of the
      Fund's net assets shall be computed at the time and in the manner
      specified in the Fund's Prospectus.
  F.  The Company, in its sole discretion, may from time to time subcontract
      to, employ or associate with itself such person or persons as the
      Company may believe to be particularly suited to assist it in performing
      services under this Section One. Such person or persons may be third-
      party service providers, or they may be officers and employees who are
      employed by both the Company and the Funds. The compensation of such
      person or persons shall be paid by the Company and no obligation shall
      be incurred on behalf of the Trust, the Funds, or the Classes in such
      respect.
SECTION TWO: SHAREHOLDER RECORDKEEPING.
ARTICLE 4. TERMS OF APPOINTMENT.
  Subject to the terms and conditions set forth in this Agreement, the Trust
hereby appoints the Company to act as, and the Company agrees to act as,
transfer agent and dividend disbursing agent for each Fund's Shares, and agent
in connection with any accumulation, open-account or similar plans provided to
the shareholders of any Fund ("Shareholder(s)"), including without limitation
any periodic investment plan or periodic withdrawal program.
  As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed
to be Proper Instructions if (a) the Company reasonably believes them to have
been given by a person previously authorized in Proper Instructions to give
such instructions with respect to the transaction involved, and (b) the Trust,
or the Fund, and the Company promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Trust, or the Fund, and the Company are satisfied that such procedures afford
adequate safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
ARTICLE 5. DUTIES OF THE COMPANY.
  The Company shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Trust as to any Fund:
  A.  Purchases
      (1)  The Company shall receive orders and payment for the purchase of
           shares and promptly deliver payment and appropriate documentation
           therefore to the custodian of the relevant Fund, (the "Custodian").
           The Company shall notify the Fund and the Custodian on a daily
           basis of the total amount of orders and payments so delivered.
      (2)  Pursuant to purchase orders and in accordance with the Fund's
           current Prospectus, the Company shall compute and issue the
           appropriate number of Shares of each Fund and/or Class and hold
           such Shares in the appropriate Shareholder accounts.
      (3)  For certificated Funds and/or Classes, if a Shareholder or its
           agent requests a certificate, the Company, as Transfer Agent, shall
           countersign and mail by first class mail, a certificate to the
           Shareholder at its address as set forth on the transfer books of
           the Funds, and/or Classes, subject to any Proper Instructions
           regarding the delivery of certificates.
      (4)  In the event that any check or other order for the purchase of
           Shares of the Fund and/or Class is returned unpaid for any reason,
           the Company shall debit the Share account of the Shareholder by the
           number of Shares that had been credited to its account upon receipt
           of the check or other order, promptly mail a debit advice to the
           Shareholder, and notify the Fund and/or Class of its action. In the
           event that the amount paid for such Shares exceeds proceeds of the
           redemption of such Shares plus the amount of any dividends paid
           with respect to such Shares, the Fund and/the Class or its
           distributor will reimburse the Company on the amount of such
           excess.
  B.  Distribution
      (1)  Upon notification by the Funds of the declaration of any
           distribution to Shareholders, the Company shall act as Dividend
           Disbursing Agent for the Funds in accordance with the provisions of
           its governing document and the then-current Prospectus of the Fund.
           The Company shall prepare and mail or credit income, capital gain,
           or any other payments to Shareholders. As the Dividend Disbursing
           Agent, the Company shall, on or before the payment date of any such
           distribution, notify the Custodian of the estimated amount required
           to pay any portion of said distribution which is payable in cash
           and request the Custodian to make available sufficient funds for
           the cash amount to be paid out. The Company shall reconcile the
           amounts so requested and the amounts actually received with the
           Custodian on a daily basis. If a Shareholder is entitled to receive
           additional Shares by virtue of any such distribution or dividend,
           appropriate credits shall be made to the Shareholder's account, for
           certificated Funds and/or Classes, delivered where requested; and
      (2)  The Company shall maintain records of account for each Fund and
           Class and advise the Trust, each Fund and Class and its
           Shareholders as to the foregoing.
  C.  Redemptions and Transfers
      (1)  The Company shall receive redemption requests and redemption
           directions and, if such redemption requests comply with the
           procedures as may be described in the Fund Prospectus or set forth
           in Proper Instructions, deliver the appropriate instructions
           therefor to the Custodian. The Company shall notify the Funds on a
           daily basis of the total amount of redemption requests processed
           and monies paid to the Company by the Custodian for redemptions.
      (2)  At the appropriate time upon receiving redemption proceeds from the
           Custodian with respect to any redemption, the Company shall pay or
           cause to be paid the redemption proceeds in the manner instructed
           by the redeeming Shareholders, pursuant to procedures described in
           the then-current Prospectus of the Fund.
      (3)  If any certificate returned for redemption or other request for
           redemption does not comply with the procedures for redemption
           approved by the Fund, the Company shall promptly notify the
           Shareholder of such fact, together with the reason therefor, and
           shall effect such redemption at the price applicable to the date
           and time of receipt of documents complying with said procedures.
      (4)  The Company shall effect transfers of Shares by the registered
           owners thereof.
      (5)  The Company shall identify and process abandoned accounts and
           uncashed checks for state escheat requirements on an annual basis
           and report such actions to the Fund.
  D.  Recordkeeping
      (1)  The Company shall record the issuance of Shares of each Fund,
           and/or Class, and maintain pursuant to applicable rules of the
           Securities and Exchange Commission ("SEC") a record of the total
           number of Shares of the Fund and/or Class which are authorized,
           based upon data provided to it by the Fund, and issued and
           outstanding. The Company shall also provide the Fund on a regular
           basis or upon reasonable request with the total number of Shares
           which are authorized and issued and outstanding, but shall have no
           obligation when recording the issuance of Shares, except as
           otherwise set forth herein, to monitor the issuance of such Shares
           or to take cognizance of any laws relating to the issue or sale of
           such Shares, which functions shall be the sole responsibility of
           the Funds.
      (2)  The Company shall establish and maintain records pursuant to
           applicable rules of the SEC relating to the services to be
           performed hereunder in the form and manner as agreed to by the
           Trust or the Fund to include a record for each Shareholder's
           account of the following:
           (a)  Name, address and tax identification number (and whether such
                number has been certified);
           (b)  Number of Shares held;
           (c)  Historical information regarding the account, including
                dividends paid and date and price for all transactions;
           (d)  Any stop or restraining order placed against the account;
           (e)  Information with respect to withholding in the case of a
                foreign account or an account for which withholding is
                required by the Internal Revenue Code;
           (f)  Any dividend reinvestment order, plan application, dividend
                address and correspondence relating to the current maintenance
                of the account;
           (g)  Certificate numbers and denominations for any Shareholder
                holding certificates;
           (h)  Any information required in order for the Company to perform
                the calculations contemplated or required by this Agreement.
      (3)  The Company shall preserve any such records required to be
           maintained pursuant to the rules of the SEC for the periods
           prescribed in said rules as specifically noted below. Such record
           retention shall be at the expense of the Company, and such records
           may be inspected by the Fund at reasonable times. The Company may,
           at its option at any time, and shall forthwith upon the Fund's
           demand, turn over to the Fund and cease to retain in the Company's
           files, records and documents created and maintained by the Company
           pursuant to this Agreement, which are no longer needed by the
           Company in performance of its services or for its protection. If
           not so turned over to the Fund, such records and documents will be
           retained by the Company for six years from the year of creation,
           during the first two of which such documents will be in readily
           accessible form. At the end of the six year period, such records
           and documents will either be turned over to the Fund or destroyed
           in accordance with Proper Instructions.
  E.  Confirmations/Reports
      (1)  The Company shall furnish to the Fund periodically the following
           information:
           (a)  A copy of the transaction register;
           (b)  Dividend and reinvestment blotters;
           (c)  The total number of Shares issued and outstanding in each
                state for "blue sky" purposes as determined according to
                Proper Instructions delivered from time to time by the Fund to
                the Company;
           (d)  Shareholder lists and statistical information;
           (e)  Payments to third parties relating to distribution agreements,
                allocations of sales loads, redemption fees, or other
                transaction- or sales-related payments;
           (f)  Such other information as may be agreed upon from time to
                time.
      (2)  The Company shall prepare in the appropriate form, file with the
           Internal Revenue Service and appropriate state agencies, and, if
           required, mail to Shareholders, such notices for reporting
           dividends and distributions paid as are required to be so filed and
           mailed and shall withhold such sums as are required to be withheld
           under applicable federal and state income tax laws, rules and
           regulations.
      (3)  In addition to and not in lieu of the services set forth above, the
           Company shall:
           (a)  Perform all of the customary services of a transfer agent,
                dividend disbursing agent and, as relevant, agent in
                connection with accumulation, open-account or similar plans
                (including without limitation any periodic investment plan or
                periodic withdrawal program), including but not limited to:
                maintaining all Shareholder accounts, mailing Shareholder
                reports and Prospectuses to current Shareholders, withholding
                taxes on accounts subject to back-up or other withholding
                (including non-resident alien accounts), preparing and filing
                reports on U.S. Treasury Department Form 1099 and other
                appropriate forms required with respect to dividends and
                distributions by federal authorities for all Shareholders,
                preparing and mailing confirmation forms and statements of
                account to Shareholders for all purchases and redemptions of
                Shares and other conformable transactions in Shareholder
                accounts, preparing and mailing activity statements for
                Shareholders, and providing Shareholder account information;
                and
           (b)  provide a system which will enable the Fund to monitor the
                total number of Shares of each Fund and/or Class sold in each
                state ("blue sky reporting"). The Fund shall by Proper
                Instructions (i) identify to the Company those transactions
                and assets to be treated as exempt from the blue sky reporting
                for each state and (ii) verify the classification of
                transactions for each state on the system prior to activation
                and thereafter monitor the daily activity for each state. The
                responsibility of the Company for each Fund's and/or Class's
                state blue sky registration status is limited solely to the
                recording of the initial classification of transactions or
                accounts with regard to blue sky compliance and the reporting
                of such transactions and accounts to the Fund as provided
                above.
  F.  Other Duties
      (1)  The Company shall answer correspondence from Shareholders relating
           to their Share accounts and such other correspondence as may from
           time to time be addressed to the Company;
      (2)  The Company shall prepare Shareholder meeting lists, mail proxy
           cards and other material supplied to it by the Fund in connection
           with Shareholder Meetings of each Fund; receive, examine and
           tabulate returned proxies, and certify the vote of the
           Shareholders;
      (3)  The Company shall establish and maintain facilities and procedures
           for safekeeping of stock certificates, check forms and facsimile
           signature imprinting devices, if any; and for the preparation or
           use, and for keeping account of, such certificates, forms and
           devices.
ARTICLE 6. DUTIES OF THE TRUST.
  A.  Compliance
      The Trust or Fund assume full responsibility for the preparation,
      contents and distribution of their own and/or their classes' Prospectus
      and for complying with all applicable requirements of the Securities Act
      of 1933, as amended (the "1933 Act"), the 1940 Act and any laws, rules
      and regulations of government authorities having jurisdiction.
  B.  Share Certificates
      The Trust shall supply the Company with a sufficient supply of blank
      Share certificates and from time to time shall renew such supply upon
      request of the Company. Such blank Share certificates shall be properly
      signed, manually or by facsimile, if authorized by the Trust and shall
      bear the seal of the Trust or facsimile thereof; and notwithstanding the
      death, resignation or removal of any officer of the Trust authorized to
      sign certificates, the Company may continue to countersign certificates
      which bear the manual or facsimile signature of such officer until
      otherwise directed by the Trust.


  C.  Distributions
      The Fund shall promptly inform the Company of the declaration of any
      dividend or distribution on account of any Fund's shares.
ARTICLE 7. COMPENSATION AND EXPENSES.
  A.  Annual Fee
      For performance by the Company pursuant to Section Two of this
      Agreement, the Trust and/or the Fund agree to pay the Company an annual
      maintenance fee for each Shareholder account as agreed upon between the
      parties and as may be added to or amended from time to time. Such fees
      may be changed from time to time subject to written agreement between
      the Trust and the Company. Pursuant to information in the Fund
      Prospectus or other information or instructions from the Fund, the
      Company may sub-divide any Fund into Classes or other sub-components for
      recordkeeping purposes. The Company will charge the Fund the same fees
      for each such Class or sub-component the same as if each were a Fund.
  B.  Reimbursements
      In addition to the fee paid under Article 7A above, the Trust and/or
      Fund agree to reimburse the Company for out-of-pocket expenses or
      advances incurred by the Company for the items agreed upon between the
      parties, as may be added to or amended from time to time. In addition,
      any other expenses incurred by the Company at the request or with the
      consent of the Trust and/or the Fund, will be reimbursed by the
      appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the Fund
      and shall be paid to the Company no less frequently than monthly, and
      shall be paid daily upon request of the Company. The Company will
      maintain detailed information about the compensation and out-of-pocket
      expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Trust and/or the Funds and a duly authorized officer of
      the Company.
ARTICLE 8. ASSIGNMENT OF SHAREHOLDER RECORDKEEPING.
  Except as provided below, no right or obligation under this Section Two may
be assigned by either party without the written consent of the other party.
  A.  This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective permitted successors and assigns.
  B.  The Company may without further consent on the part of the Trust
      subcontract for the performance hereof with (A) State Street Bank and
      its subsidiary, Boston Financial Data Services, Inc., a Massachusetts
      Trust ("BFDS"), which is duly registered as a transfer agent pursuant to
      Section 17A(c)(1) of the Securities Exchange Act of 1934, as amended, or
      any succeeding statute ("Section 17A(c)(1)"), or (B) a BFDS subsidiary
      duly registered as a transfer agent pursuant to Section 17A(c)(1), or
      (C) a BFDS affiliate, or (D) such other provider of services duly
      registered as a transfer agent under Section 17A(c)(1) as Company shall
      select; provided, however, that the Company shall be as fully
      responsible to the Trust for the acts and omissions of any subcontractor
      as it is for its own acts and omissions; or
  C.  The Company shall upon instruction from the Trust subcontract for the
      performance hereof with an Agent selected by the Trust, other than BFDS
      or a provider of services selected by Company, as described in (2)
      above; provided, however, that the Company shall in no way be
      responsible to the Trust for the acts and omissions of the Agent.
SECTION THREE: CUSTODY SERVICES PROCUREMENT.
ARTICLE 9.     APPOINTMENT.
  The Trust hereby appoints Company as its agent to evaluate and obtain
custody services from a financial institution that (i) meets the criteria
established in Section 17(f) of the 1940 Act and (ii) has been approved by the
Board as eligible for selection by the Company as a custodian (the "Eligible
Custodian"). The Company accepts such appointment.
ARTICLE 10.    THE COMPANY AND ITS DUTIES.
  Subject to the review, supervision and control of the Board, the Company
shall:
  A.  evaluate the nature and the quality of the custodial services provided
      by the Eligible Custodian;
  B.  employ the Eligible Custodian to serve on behalf of the Trust as
      Custodian of the Trust's assets substantially on the terms set forth as
      the form of agreement in Exhibit 2;
  C.  negotiate and enter into agreements with the Custodians for the benefit
      of the Trust, with the Trust as a party to each such agreement. The
      Company shall not be a party to any agreement with any such Custodian;
  D.  establish procedures to monitor the nature and the quality of the
      services provided by the Custodians;
  E.  continuously monitor the nature and the quality of services provided by
      the Custodians; and
  F.  periodically provide to the Trust (i) written reports on the activities
      and services of the Custodians; (ii) the nature and amount of
      disbursement made on account of the Trust with respect to each custodial
      agreement; and (iii) such other information as the Board shall
      reasonably request to enable it to fulfill its duties and obligations
      under Sections 17(f) and 36(b) of the 1940 Act and other duties and
      obligations thereof.
ARTICLE 11.    FEES AND EXPENSES.
  A.  Annual Fee
      For the performance by the Company pursuant to Section Three of this
      Agreement, the Trust and/or the Fund agree to pay the Company an annual
      fee as agreed upon between the parties.
  B.  Reimbursements
      In addition to the fee paid under Section 11A above, the Trust and/or
      Fund agree to reimburse the Company for out-of-pocket expenses or
      advances incurred by the Company for the items agreed upon between the
      parties, as may be added to or amended from time to time. In addition,
      any other expenses incurred by the Company at the request or with the
      consent of the Trust and/or the Fund, will be reimbursed by the
      appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the Fund
      and shall be paid to the Company no less frequently than monthly, and
      shall be paid daily upon request of the Company. The Company will
      maintain detailed information about the compensation and out-of-pocket
      expenses by Fund.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Trust and/or the Funds and a duly authorized officer of
      the Company.
ARTICLE 12.    REPRESENTATIONS.
  The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter
into this arrangement and to provide the services contemplated in Section
Three of this Agreement.
SECTION FOUR: GENERAL PROVISIONS.
ARTICLE 13. DOCUMENTS.
  A.  In connection with the appointment of the Company under this Agreement,
      the Trust shall file with the Company the following documents:
      (1)  A copy of the Charter and By-Laws of the Trust and all amendments
           thereto;
      (2)  A copy of the resolution of the Board of the Trust authorizing this
           Agreement;
      (3)  Specimens of all forms of outstanding Share certificates of the
           Trust or the Funds in the forms approved by the Board of the Trust
           with a certificate of the Secretary of the Trust as to such
           approval;
      (4)  All account application forms and other documents relating to
           Shareholders accounts; and
      (5)  A copy of the current Prospectus for each Fund.
  B.  The Fund will also furnish from time to time the following documents:
      (1)  Each resolution of the Board of the Trust authorizing the original
           issuance of each Fund's, and/or Class's Shares;
      (2)  Each Registration Statement filed with the SEC and amendments
           thereof and orders relating thereto in effect with respect to the
           sale of Shares of any Fund, and/or Class;
      (3)  A certified copy of each amendment to the governing document and
           the By-Laws of the Trust;
      (4)  Certified copies of each vote of the Board authorizing officers to
           give Proper Instructions to the Custodian and agents for fund
           accountant, custody services procurement, and shareholder
           recordkeeping or transfer agency services;
      (5)  Specimens of all new Share certificates representing Shares of any
           Fund, accompanied by Board resolutions approving such forms;
      (6)  Such other certificates, documents or opinions which the Company
           may, in its discretion, deem necessary or appropriate in the proper
           performance of its duties; and
      (7)  Revisions to the Prospectus of each Fund.
ARTICLE 14. REPRESENTATIONS AND WARRANTIES.
  A.  Representations and Warranties of the Company
      The Company represents and warrants to the Trust that:
      (1)  It is a business trust duly organized and existing and in good
           standing under the laws of the State of Delaware.
      (2)  It is duly qualified to carry on its business in the State of
           Delaware.
      (3)  It is empowered under applicable laws and by its charter and by-
           laws to enter into and perform this Agreement.
      (4)  All requisite corporate proceedings have been taken to authorize it
           to enter into and perform its obligations under this Agreement.
      (5)  It has and will continue to have access to the necessary
           facilities, equipment and personnel to perform its duties and
           obligations under this Agreement.
      (6)  It is in compliance with federal securities law requirements and in
           good standing as a transfer agent.
  B.  Representations and Warranties of the Trust
      The Trust represents and warrants to the Company that:
      (1)  It is an investment company duly organized and existing and in good
           standing under the laws of its state of organization;
      (2)  It is empowered under applicable laws and by its Charter and By-
           Laws to enter into and perform its obligations under this
           Agreement;
      (3)  All corporate proceedings required by said Charter and By-Laws have
           been taken to authorize it to enter into and perform its
           obligations under this Agreement;
      (4)  The Trust is an open-end investment company registered under the
           1940 Act; and
      (5)  A registration statement under the 1933 Act will be effective, and
           appropriate state securities law filings have been made and will
           continue to be made, with respect to all Shares of each Fund being
           offered for sale.
ARTICLE 15. STANDARD OF CARE AND INDEMNIFICATION.
  A.  Standard of Care
      The Company shall be held to a standard of reasonable care in carrying
      out the provisions of this Contract. The Company shall be entitled to
      rely on and may act upon advice of counsel (who may be counsel for the
      Trust) on all matters, and shall be without liability for any action
      reasonably taken or omitted pursuant to such advice, provided that such
      action is not in violation of applicable federal or state laws or
      regulations, and is in good faith and without negligence.
  B.  Indemnification by Trust
      The Company shall not be responsible for and the Trust or Fund shall
      indemnify and hold the Company, including its officers, directors,
      shareholders and their agents employees and affiliates, harmless against
      any and all losses, damages, costs, charges, counsel fees, payments,
      expenses and liabilities arising out of or attributable to:
      (1)  The acts or omissions of any Custodian, Adviser, Sub-adviser or
           other party contracted by or approved by the Trust or Fund,
      (2)  The reliance on or use by the Company or its agents or
           subcontractors of information, records and documents in proper form
           which
           (a)  are received by the Company or its agents or subcontractors
                and furnished to it by or on behalf of the Fund, its
                Shareholders or investors regarding the purchase, redemption
                or transfer of Shares and Shareholder account information;
           (b)  are received by the Company from independent pricing services
                or sources for use in valuing the assets of the Funds; or
           (c)  are received by the Company or its agents or subcontractors
                from Advisers, Sub-advisers or other third parties contracted
                by or approved by the Trust of Fund for use in the performance
                of services under this Agreement;
           (d)  have been prepared and/or maintained by the Fund or its
                affiliates or any other person or firm on behalf of the Trust.
      (3)  The reliance on, or the carrying out by the Company or its agents
           or subcontractors of Proper Instructions of the Trust or the Fund.
      (4)  The offer or sale of Shares in violation of any requirement under
           the federal securities laws or regulations or the securities laws
           or regulations of any state that such Shares be registered in such
           state or in violation of any stop order or other determination or
           ruling by any federal agency or any state with respect to the offer
           or sale of such Shares in such state.
           Provided, however, that the Company shall not be protected by this
           Article 15.A. from liability for any act or omission resulting from
           the Company's willful misfeasance, bad faith, negligence or
           reckless disregard of its duties of failure to meet the standard of
           care set forth in 15.A. above.
  C.  Reliance
      At any time the Company may apply to any officer of the Trust or Fund
      for instructions, and may consult with legal counsel with respect to any
      matter arising in connection with the services to be performed by the
      Company under this Agreement, and the Company and its agents or
      subcontractors shall not be liable and shall be indemnified by the Trust
      or the appropriate Fund for any action reasonably taken or omitted by it
      in reliance upon such instructions or upon the opinion of such counsel
      provided such action is not in violation of applicable federal or state
      laws or regulations. The Company, its agents and subcontractors shall be
      protected and indemnified in recognizing stock certificates which are
      reasonably believed to bear the proper manual or facsimile signatures of
      the officers of the Trust or the Fund, and the proper countersignature
      of any former transfer agent or registrar, or of a co-transfer agent or
      co-registrar.
  D.  Notification
      In order that the indemnification provisions contained in this
      Article 15 shall apply, upon the assertion of a claim for which either
      party may be required to indemnify the other, the party seeking
      indemnification shall promptly notify the other party of such assertion,
      and shall keep the other party advised with respect to all developments
      concerning such claim. The party who may be required to indemnify shall
      have the option to participate with the party seeking indemnification in
      the defense of such claim. The party seeking indemnification shall in no
      case confess any claim or make any compromise in any case in which the
      other party may be required to indemnify it except with the other
      party's prior written consent.
ARTICLE 16. TERMINATION OF AGREEMENT.
  This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other. Should the Trust exercise its rights
to terminate, all out-of-pocket expenses associated with the movement of
records and materials will be borne by the Trust or the appropriate Fund.
Additionally, the Company reserves the right to charge for any other
reasonable expenses associated with such termination. The provisions of
Article 15 shall survive the termination of this Agreement.
ARTICLE 17. AMENDMENT.
  This Agreement may be amended or modified by a written agreement executed
by both parties.
ARTICLE 18. INTERPRETIVE AND ADDITIONAL PROVISIONS.
  In connection with the operation of this Agreement, the Company and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall
be annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision
of the Charter. No interpretive or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this Agreement.
ARTICLE 19. GOVERNING LAW.
  This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts
ARTICLE 20. NOTICES.
  Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Trust or the Company may hereafter specify, shall be
deemed to have been properly delivered or given hereunder to the respective
address.
ARTICLE 21. COUNTERPARTS.
  This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.
ARTICLE 22. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE TRUST.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Trust, but bind only the appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.
ARTICLE 23. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF
              THE COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
and the obligations of this Agreement are not binding upon any of the Trustees
or Shareholders of the Company, but bind only the property of the Company as
provided in the Declaration of Trust.
ARTICLE 24. ASSIGNMENT.
  This Agreement and the rights and duties hereunder shall not be assignable
with respect to the Trust or the Funds by either of the parties hereto except
by the specific written consent of the other party.
ARTICLE 25. MERGER OF AGREEMENT.
  This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
ARTICLE 26. SUCCESSOR AGENT.
  If a successor agent for the Trust shall be appointed by the Trust, the
Company shall upon termination of this Agreement deliver to such successor
agent at the office of the Company all properties of the Trust held by it
hereunder. If no such successor agent shall be appointed, the Company shall at
its office upon receipt of Proper Instructions deliver such properties in
accordance with such instructions.
  In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date
when such termination shall become effective, then the Company shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this Agreement.
Thereafter, such bank or trust company shall be the successor of the Company
under this Agreement.
ARTICLE 27. FORCE MAJEURE.
  The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.
ARTICLE 28. ASSIGNMENT; SUCCESSORS.
  This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign to a
successor all of or a substantial portion of its business, or to a party
controlling, controlled by, or under common control with such party. Nothing
in this Article 28 shall prevent the Company from delegating its
responsibilities to another entity to the extent provided herein.
ARTICLE 29. SEVERABILITY.
  In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.


ATTEST:                            INVESTMENT COMPANIES
                                   (LISTED ON EXHIBIT 1)

/s/ John W. McGonigle              By:  /s/ John F. Donahue
                     -------          --                   ---
John W. McGonigle                  John F. Donahue
Secretary                          Chairman

ATTEST:                            FEDERATED SERVICES COMPANY

/s/ Jeannette Fisher-Garber        By: /s/ James J. Dolan
                                      -                  -----
Jeannette Fisher-Garber            James J. Dolan
Secretary                          President


                                   EXHIBIT 1
CONTRACT
DATE:            INVESTMENT COMPANY:
  12/01/94          Municipal Securities Income Trust
                         California Municipal Income Fund (Fortress Shares)
                         Michigan Intermediate Municipal Trust
                         New York Municipal Income Fund (Fortress Shares)
                         Ohio Municipal Income Fund (Fortress Shares)



Exhibit 16(i) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K


DECLARED: MONTHLY     Schedule for Computation       FUND: OHIO MUNICIPAL
                         of Fund Performance Data           INCOME FUND
PAID:     MONTHLY
                                                   Performance 6 months
                                                   ending 3/31/91
                    Average Total Return     FYE:  AUGUST 31



Initial Investment of:   $1,000.00 on 10/02/91
Offering Price/Share =   $10.31
NAV =                    $10.00


          Beginning            Capital  Reinvest  Ending          Total
Reinvest  Period    Dividend   Gain     Price     Period  Ending  Investment
Dates     Share    /Share     /Share    /Share    Share   Price   Value
          Base                                    Base

10/02/90  96.993  0.000000000  0.00000  $10.00   96.993   $10.00    $969.93
10/31/90  96.993  0.001500000  0.00000  $10.05   97.138   $10.05    $976.24
11/30/90  97.138  0.060000000  0.00000  $10.18   97.710   $10.18    $994.69
12/27/90  97.710  0.060000000  0.00000  $10.15   98.288   $10.15    $997.62
01/31/91  98.288  0.060000000  0.00000  $10.21   98.866   $10.21  $1,009.42
02/28/91  98.866  0.056000000  0.00000  $10.28   99.404   $10.28  $1,021.88
03/28/91  99.404  0.056000000  0.00000  $10.17   99.952   $10.17  $1,016.51


$1,000 (1+T) =    Ending Redeemable Value



Exhibit 16(ii) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K


DECLARED: MONTHLY   Schedule for Computation    FUND: PENNSYLVANIA MUNICIPAL
                    of Fund Performance Data           INCOME FUND
PAID:     MONTHLY
                                                   Performance 6 months
                                                   ending 3/31/91
                    Average Total Return     FYE:  AUGUST 31



Initial Investment of:   $1,000.00 on 10/02/91
Offering Price/Share =   $10.31
NAV =                    $10.00


           Beginning            Capital  Reinvest  Ending            Total
Reinvest   Period    Dividend   Gain     Price     Period    Ending  Investment
Dates      Share    /Share     /Share    /Share    Share     Price   Value
           Base                                    Base

10/02/90  96.993  0.000000000  0.00000  $10.00   96.993   $10.00    $969.93
10/31/90  96.993  0.030000000  0.00000  $10.08   97.282   $10.08    $980.60
11/30/90  97.282  0.060000000  0.00000  $10.21   97.854   $10.21    $999.08
12/27/90  97.854  0.060000000  0.00000  $10.19   98.430   $10.19  $1,003.00
01/31/91  98.430  0.060000000  0.00000  $10.26   99.005   $10.26  $1,015.79
02/28/91  99.005  0.059000000  0.00000  $10.30   99.572   $10.30  $1,025.60
03/28/91  99.572  0.060000000  0.00000  $10.20  100.154   $10.20  $1,021.61


$1,000 (1+T) =    Ending Redeemable Value



                                                      Exhibit 19 under Form N-1A
                                              Exhibit 24 under Item 601/Reg. S-K


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
the Secretary and Assistant Secretary of     MUNICIPAL SECURITIES INCOME TRUST
     and the Deputy General Counsel of Federated Investors, and each of them,
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and stead, in
any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means
of the Securities and Exchange Commission's electronic disclosure system known
as EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

SIGNATURES                    TITLE                          DATE


/s/John F. Donahue            Chairman and TrusteeOctober 3, 1995
John F. Donahue               (Chief Executive Officer)


/s/Richard B. Fisher          President           October 3, 1995
Richard B. Fisher


/s/J. Christopher Donahue     Executive Vice PresidentOctober 3, 1995
J. Christopher Donahue        and Trustee


/s/David M. Taylor            Treasurer           October 3, 1995
David M. Taylor                 (Principal Financial and
                                 Accounting Officer)


/s/Thomas G. Bigley           Trustee             October 3, 1995
Thomas G. Bigley


/s/John T. Conroy, Jr.        Trustee             October 3, 1995
John T. Conroy, Jr.



SIGNATURES                    TITLE                          DATE


/s/William J. Copeland        Trustee             October 3, 1995
William J. Copeland


/s/James E. Dowd              Trustee             October 3, 1995
James E. Dowd


/s/Lawrence D. Ellis, M.D.    Trustee             October 3, 1995
Lawrence D. Ellis, M.D.


/s/Edward L. Flaherty, Jr.    Trustee             October 3, 1995
Edward L. Flaherty, Jr.


/s/Peter E. Madden            Trustee             October 3, 1995
Peter E. Madden


/s/Gregor F. Meyer            Trustee             October 3, 1995
Gregor F. Meyer


/s/John E. Murray, Jr.        Trustee             October 3, 1995
John E. Murray, Jr.


/s/Wesley W. Posvar           Trustee             October 3, 1995
Wesley W. Posvar


/s/Marjorie P. Smuts          Trustee             October 3, 1995
Marjorie P. Smuts



Sworn to and subscribed before me this 3rd day of October, 1995



/s/Marie M. Hamm
Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   04                                             
     <NAME>                     Municipal Securities Income Trust              
                                California Municipal Income Fund               
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           13,883,615                                     
<INVESTMENTS-AT-VALUE>          14,158,249                                     
<RECEIVABLES>                   214,131                                        
<ASSETS-OTHER>                  87,123                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  14,459,503                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       59,414                                         
<TOTAL-LIABILITIES>             59,414                                         
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        15,122,260                                     
<SHARES-COMMON-STOCK>           1,421,430                                      
<SHARES-COMMON-PRIOR>           1,504,452                                      
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (996,805)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        274,634                                        
<NET-ASSETS>                    14,400,089                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               936,548                                        
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  77,620                                         
<NET-INVESTMENT-INCOME>         858,928                                        
<REALIZED-GAINS-CURRENT>        (450,962)                                      
<APPREC-INCREASE-CURRENT>       565,250                                        
<NET-CHANGE-FROM-OPS>           973,216                                        
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       858,928                                        
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         320,931                                        
<NUMBER-OF-SHARES-REDEEMED>     432,976                                        
<SHARES-REINVESTED>             29,021                                         
<NET-CHANGE-IN-ASSETS>          (658,437)                                      
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (545,843)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           56,899                                         
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 420,069                                        
<AVERAGE-NET-ASSETS>            14,249,288                                     
<PER-SHARE-NAV-BEGIN>           10.010                                         
<PER-SHARE-NII>                 0.590                                          
<PER-SHARE-GAIN-APPREC>         0.120                                          
<PER-SHARE-DIVIDEND>            0.590                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.130                                         
<EXPENSE-RATIO>                 0.55                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   03                                             
     <NAME>                     Municipal Securities Income Trust              
                                Michigan Intermediate Municipal Trust          
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           56,747,068                                     
<INVESTMENTS-AT-VALUE>          59,807,637                                     
<RECEIVABLES>                   986,208                                        
<ASSETS-OTHER>                  52,512                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  60,846,357                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       225,550                                        
<TOTAL-LIABILITIES>             225,550                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        58,820,692                                     
<SHARES-COMMON-STOCK>           5,611,518                                      
<SHARES-COMMON-PRIOR>           5,522,526                                      
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (1,260,454)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        3,060,569                                      
<NET-ASSETS>                    60,620,807                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               3,319,697                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  292,575                                        
<NET-INVESTMENT-INCOME>         3,027,122                                      
<REALIZED-GAINS-CURRENT>        (994,664)                                      
<APPREC-INCREASE-CURRENT>       2,337,762                                      
<NET-CHANGE-FROM-OPS>           4,370,220                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       3,027,122                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,533,015                                      
<NUMBER-OF-SHARES-REDEEMED>     1,484,327                                      
<SHARES-REINVESTED>             40,304                                         
<NET-CHANGE-IN-ASSETS>          2,140,587                                      
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (265,790)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           233,527                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 667,964                                        
<AVERAGE-NET-ASSETS>            58,617,844                                     
<PER-SHARE-NAV-BEGIN>           10.590                                         
<PER-SHARE-NII>                 0.540                                          
<PER-SHARE-GAIN-APPREC>         0.210                                          
<PER-SHARE-DIVIDEND>            0.540                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.800                                         
<EXPENSE-RATIO>                 0.50                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   05                                             
     <NAME>                     Municipal Securities Income Trust              
                                New York Municipal Income Fund                 
                                                                               
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           21,557,761                                     
<INVESTMENTS-AT-VALUE>          22,239,417                                     
<RECEIVABLES>                   376,404                                        
<ASSETS-OTHER>                  57,691                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  22,673,512                                     
<PAYABLE-FOR-SECURITIES>        984,861                                        
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       88,381                                         
<TOTAL-LIABILITIES>             1,073,242                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        22,676,049                                     
<SHARES-COMMON-STOCK>           2,133,081                                      
<SHARES-COMMON-PRIOR>           2,292,521                                      
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (1,757,435)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        681,656                                        
<NET-ASSETS>                    21,600,270                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               1,425,137                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  128,892                                        
<NET-INVESTMENT-INCOME>         1,296,245                                      
<REALIZED-GAINS-CURRENT>        (1,275,390)                                    
<APPREC-INCREASE-CURRENT>       1,320,408                                      
<NET-CHANGE-FROM-OPS>           1,341,263                                      
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       1,296,245                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         446,112                                        
<NUMBER-OF-SHARES-REDEEMED>     639,821                                        
<SHARES-REINVESTED>             34,269                                         
<NET-CHANGE-IN-ASSETS>          (1,551,948)                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (482,045)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           87,317                                         
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 507,738                                        
<AVERAGE-NET-ASSETS>            21,887,012                                     
<PER-SHARE-NAV-BEGIN>           10.100                                         
<PER-SHARE-NII>                 0.570                                          
<PER-SHARE-GAIN-APPREC>         0.030                                          
<PER-SHARE-DIVIDEND>            0.570                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.130                                         
<EXPENSE-RATIO>                 0.59                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   02                                             
     <NAME>                     Municipal Securities Income Trust              
                                Ohio Municipal Income Fund                     
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           66,298,148                                     
<INVESTMENTS-AT-VALUE>          69,437,731                                     
<RECEIVABLES>                   1,313,937                                      
<ASSETS-OTHER>                  74,771                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  70,826,439                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       294,916                                        
<TOTAL-LIABILITIES>             294,916                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        68,304,646                                     
<SHARES-COMMON-STOCK>           6,284,930                                      
<SHARES-COMMON-PRIOR>           7,410,283                                      
<ACCUMULATED-NII-CURRENT>       65,223                                         
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (977,929)                                      
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        3,139,583                                      
<NET-ASSETS>                    70,531,523                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               4,683,841                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  655,591                                        
<NET-INVESTMENT-INCOME>         4,028,250                                      
<REALIZED-GAINS-CURRENT>        (712,819)                                      
<APPREC-INCREASE-CURRENT>       1,576,901                                      
<NET-CHANGE-FROM-OPS>           4,892,332                                      
<EQUALIZATION>                  (39,884)                                       
<DISTRIBUTIONS-OF-INCOME>       3,954,127                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         626,737                                        
<NUMBER-OF-SHARES-REDEEMED>     1,896,511                                      
<SHARES-REINVESTED>             144,421                                        
<NET-CHANGE-IN-ASSETS>          (11,034,436)                                   
<ACCUMULATED-NII-PRIOR>         30,984                                         
<ACCUMULATED-GAINS-PRIOR>       (265,110)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           291,144                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,093,832                                      
<AVERAGE-NET-ASSETS>            73,068,652                                     
<PER-SHARE-NAV-BEGIN>           11.010                                         
<PER-SHARE-NII>                 0.600                                          
<PER-SHARE-GAIN-APPREC>         0.200                                          
<PER-SHARE-DIVIDEND>            0.590                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             11.220                                         
<EXPENSE-RATIO>                 0.90                                           
<AVG-DEBT-OUTSTANDING>          0                  
<AVG-DEBT-PER-SHARE>            0                                               
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   011                                            
     <NAME>                     Pennsylvania Municipal Income Fund             
                                Class A Shares                                 
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           77,815,496                                     
<INVESTMENTS-AT-VALUE>          82,073,883                                     
<RECEIVABLES>                   1,746,955                                      
<ASSETS-OTHER>                  85,634                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  83,906,472                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       184,403                                        
<TOTAL-LIABILITIES>             184,403                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        81,787,157                                     
<SHARES-COMMON-STOCK>           7,458,342                                      
<SHARES-COMMON-PRIOR>           7,849,970                                      
<ACCUMULATED-NII-CURRENT>       163,069                                        
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (2,486,544)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        4,258,387                                      
<NET-ASSETS>                    83,722,069                                     
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,693,026                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  649,572                                        
<NET-INVESTMENT-INCOME>         5,043,454                                      
<REALIZED-GAINS-CURRENT>        (1,957,166)                                    
<APPREC-INCREASE-CURRENT>       3,480,605                                      
<NET-CHANGE-FROM-OPS>           6,566,893                                      
<EQUALIZATION>                  (4,832)                                        
<DISTRIBUTIONS-OF-INCOME>       4,814,395                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         4,627,974                                      
<NUMBER-OF-SHARES-REDEEMED>     5,262,476                                      
<SHARES-REINVESTED>             242,874                                        
<NET-CHANGE-IN-ASSETS>          (11,119,481)                                   
<ACCUMULATED-NII-PRIOR>         14,084                                         
<ACCUMULATED-GAINS-PRIOR>       (529,378)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           341,354                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 887,115                                        
<AVERAGE-NET-ASSETS>            85,715,546                                     
<PER-SHARE-NAV-BEGIN>           10.940                                         
<PER-SHARE-NII>                 0.650                                          
<PER-SHARE-GAIN-APPREC>         0.270                                          
<PER-SHARE-DIVIDEND>            0.630                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             11.230                                         
<EXPENSE-RATIO>                 0.75                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   012                                            
     <NAME>                     Pennsylvania Municipal Income Fund             
                                Income Shares                                  
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Aug-31-1995                                    
<PERIOD-END>                    Aug-31-1995                                    
<INVESTMENTS-AT-COST>           77,815,496                                     
<INVESTMENTS-AT-VALUE>          82,073,883                                     
<RECEIVABLES>                   1,746,955                                      
<ASSETS-OTHER>                  85,634                                         
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  83,906,472                                     
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       184,403                                        
<TOTAL-LIABILITIES>             184,403                                        
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        81,787,157                                     
<SHARES-COMMON-STOCK>           0                                              
<SHARES-COMMON-PRIOR>           827,695                                        
<ACCUMULATED-NII-CURRENT>       163,069                                        
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (2,486,544)                                    
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        4,258,387                                      
<NET-ASSETS>                    0                                              
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               5,693,026                                      
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  649,572                                        
<NET-INVESTMENT-INCOME>         5,043,454                                      
<REALIZED-GAINS-CURRENT>        (1,957,166)                                    
<APPREC-INCREASE-CURRENT>       3,480,605                                      
<NET-CHANGE-FROM-OPS>           6,566,893                                      
<EQUALIZATION>                  (4,832)                                        
<DISTRIBUTIONS-OF-INCOME>       83,724                                         
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         39,353                                         
<NUMBER-OF-SHARES-REDEEMED>     873,482                                        
<SHARES-REINVESTED>             6,434                                          
<NET-CHANGE-IN-ASSETS>          (11,119,481)                                   
<ACCUMULATED-NII-PRIOR>         14,084                                         
<ACCUMULATED-GAINS-PRIOR>       (529,378)                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           341,354                                        
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 887,115                                        
<AVERAGE-NET-ASSETS>            85,715,546                                     
<PER-SHARE-NAV-BEGIN>           10.850                                         
<PER-SHARE-NII>                 0.190                                          
<PER-SHARE-GAIN-APPREC>         (1.000)                                        
<PER-SHARE-DIVIDEND>            0.150                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             9.890                                          
<EXPENSE-RATIO>                 1.18                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                              


</TABLE>


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