SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No.______)

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[ ] Preliminary Proxy Statement
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[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

A. T. Ohio Tax-Free Money Fund
(Name of Registrant as Specified In Its Charter)

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and 0-11.
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Set forth the amount on which the filing fee is calculated and
state how it was determined.

[ ] Check the box if any part of the fee is offset as provided by
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A.T. OHIO TAX-FREE MONEY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 24, 1994

A special meeting of the shareholders of A.T. OHIO TAX-FREE MONEY FUND
(the "Trust") will be held at the offices of Society National Bank, Society
Center, 127 Public Square, Cleveland, Ohio 44114, 21st Floor, at 2:00 p.m.,
February 24, 1994, for the following purposes:

(1)To approve or disapprove a new Investment Advisory Contract between the
Trust and Society Asset Management, Inc.;

(2)To approve or disapprove an amendment of the Trust's fundamental
investment limitation clarifying the Trust's ability to invest in all
municipal bonds even though the interest of some bonds is included in
the calculation of the federal alternative minimum tax;

(3)To approve or disapprove amendments to the Trust's Declaration of Trust
to permit the Trustees to make any future changes to the name of the
Trust without Shareholder approval;

(4)To elect a new Board of Trustees; and

(5)To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Trustees have fixed December 30, 1993 as the record date for
determination of shareholders entitled to vote at this special meeting.

By Order of the Trustees
John W. McGonigle
Secretary

January 12, 1994

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED
PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

A.T. OHIO TAX-FREE MONEY FUND

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust. The proxy is revocable at any time before it is voted by sending written
notice of the revocation to the Trust or by appearing personally at the February
24, 1994 special meeting of shareholders ("Special Meeting"). THE COST OF
PREPARING AND MAILING THE NOTICE OF MEETING, THE PROXY CARD, THIS PROXY
STATEMENT AND ANY ADDITIONAL PROXY MATERIAL IS BEING BORNE BY SOCIETY ASSET
MANAGEMENT, INC., ("SAMI") THE TRUST'S "PRESENT ADVISER." Proxy solicitations
will be made primarily by mail, but may also be made by telephone, telegraph, or
personal interview conducted by certain officers or employees of the Trust or of
Society National Bank (the Trust's transfer agent), or Federated Administrative
Services (the Trust's administrator). In the event that a shareholder signs and
returns the proxy card but does not indicate a choice as to any of the items on
the proxy card, the proxy attorneys will vote those shares in favor of such
proposal(s).

On December 30, 1993, the Trust had outstanding 304,280,776.37 shares of
beneficial interest ("Shares"), each Share being entitled to one vote. Only
shareholders of record at the close of business on December 30, 1993, will be
entitled to notice of and to vote at the Special Meeting. One-fourth of the
outstanding Shares of the Trust, represented in person or by proxy, shall be
required to constitute a quorum at the Special Meeting.

For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Trust's Declaration of Trust, the election of Trustees will be determined on
the basis of a percentage of votes cast at the Special Meeting. Under the
Investment Company Act of 1940 (the "1940 Act"), the affirmative vote necessary
to approve other matters may be determined with reference to a percentage of
votes present at the Special Meeting, which would have the effect of treating
abstentions and non-votes as if they were votes against the proposal.

The Trust's Annual Report for the fiscal year ended August 31, 1993, forms
a part of the Trust's Prospectus and has been previously distributed to
shareholders. The Trust's executive offices are located on the 19th floor of the
Federated Investors Tower, Liberty Avenue at Grant Street, Pittsburgh,
Pennsylvania 15222-3779. The Special Meeting will be held at the offices of
Society National Bank, 127 Public Square, Cleveland, Ohio, 21st Floor. This
proxy statement and the enclosed notice of meeting and proxy card are first
being mailed on or about January 12, 1994.

INTRODUCTION

This Special Meeting is called to approve or disapprove a new investment
advisory contract between the Trust and SAMI (the "New Contract"); to approve or
disapprove an amendment of the Trust's fundamental investment policy to remove
the present limitation on the Trust's ability to purchase municipal instruments,
the income from which is subject to Alternative Minimum Tax; and to approve or
disapprove amendments to the Trust's Declaration of Trust to permit the Trustees
to change to the name of the Trust without Shareholder approval; and to elect a
new Board of Trustees.

Consideration of a new investment advisory contract is being requested on
account of the pending merger of KeyCorp and Society Corporation ("Society").
The resulting company of this merger will be known as Key Bancshares Inc. The
proposed new investment advisory contract between the Trust and SAMI would take
effect at the time the merger is consummated.

Here are some of the factors you should consider in determining whether to
approve the new investment advisory contract:

your Board of Trustees has unanimously approved the new investment
advisory contract;

no change in the Trust's investment objective or investment policies will
take place, other than as described herein;

there will be no change in the fees payable by the Trust for advisory
services; and

the Board of Trustees has been advised that those persons currently
responsible for providing investment advice to the Trust will continue to
do so following the consummation of the merger.

APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT
ADVISORY CONTRACT ("NEW CONTRACT")

The Present Adviser, located at Society Center, 127 Public Square,
Cleveland, Ohio 44114-1306, serves as investment adviser to the Trust pursuant
to an investment advisory contract dated February 3, 1993 (the "Present
Contract"). The Present Adviser is a wholly-owned subsidiary of Society National
Bank, which in turn is a wholly owned subsidiary of Society, a bank holding
company.

On October 4, 1993, Society and KeyCorp signed a definitive Agreement and
Plan of Merger ("Merger Agreement"). See "Proposed Merger of Society
Corporation." Consummation of the transaction contemplated by the Merger
Agreement (the "Merger") will cause the Present Adviser to become an indirect
wholly owned subsidiary of the resulting company. To the extent the Merger might
be deemed to result in a change in ownership of the Present Adviser, it would
automatically terminate the Present Contract in accordance with its terms as
required by the 1940 Act. Thus, although SAMI will remain the entity responsible
for providing investment advisory services to the Trust following the Merger,
approval of the New Contract by the shareholders of the Trust is being sought in
order to avoid any possible issue with respect to provision of advisory services
to the Trust.

On November 17, 1993, the Trustees of the Trust, including a majority of
the Trustees who are not interested Trustees, unanimously approved the New
Contract with SAMI and directed that it be submitted to shareholders for their
approval. The terms of the New Contract are identical in all material respects
to the Present Contract, except for the effective date which, in the case of the
New Contract, will be the date of the consummation of the Merger (the "Closing
Date"). It is currently expected that the Closing Date will occur on or about
March 1, 1994.

Copies of the Present Contract and the New Contract appear as Exhibits A
and B, respectively, to this proxy statement.

The Present Contract was approved by the Board of Trustees, including a
majority of the Trustees who are not interested Trustees, on November 12, 1992.
Prior to the Present Contract, Society National
Bank had served as investment adviser to the Trust pursuant to a contract that
was approved by shareholders on February 20, 1992. SAMI became the Present
Adviser as part of a reorganization of the corporate structure through which
Society National Bank provided investment management services to a variety of
clients, including the Trust. This reorganization did not result in any change
in the persons responsible for providing investment advice to the Trust. Society
National Bank serves as the Trust's custodian and transfer agent and receives
compensation for these services pursuant to separate contracts.

As under the terms of the Present Contract, the New Contract provides
that, subject to the direction of the Board of Trustees, SAMI will provide
investment research, advice, management and supervision of the investments of
the Trust and conducts a continuous program of investment evaluation and sale or
other disposition and reinvestment of the Trust's assets. For its services, the
SAMI is entitled to receive an annual investment advisory fee of.50 of 1% of the
average daily net assets of the Trust.

Both the Present Contract and the New Contract provide that the Trust
shall pay all of its own expenses. These expenses include expenses of
administrative personnel and services provided to the Trust by Federated
Administrative Services at an annual rate as described in the Trust's
prospectus. Both the Present Contract and the New Contract provide that the
adviser may, from time to time, and for such periods as it deems appropriate,
reduce its compensation by voluntarily limiting the expenses of the Trust.
During the fiscal year ended August 31, 1993 the Present Adviser earned
investment advisory fees of $1,298,426 and waived advisory fees in the amount of
$265,632.

If approved by shareholders at this Special Meeting, the New Contract will
continue for two years after it takes effect, unless terminated, and may be
continued from year to year thereafter by the Board of Trustees. The
continuation of the New Contract must be approved by a majority vote of the
Trustees, including a majority of the Trustees who are not interested Trustees,
cast in person at a meeting called for that purpose. SAMI has the right, in any
year, to notify the Trust in writing at least 60 days before the New Contract
anniversary date, that it does not desire a renewal of the New Contract. The
Trustees, or a majority of the outstanding voting shares of the Trust, may
terminate the New Contract at any time without penalty by giving the SAMI 60
days' written notice. The New Contract may not be assigned by the SAMI and shall
terminate automatically in the event of an assignment as defined in the 1940
Act. The New Contract provides that it may be amended by a vote of both a
majority of the Trustees, including a majority of the Trustees who are not
interested Trustees, and by the holders of a majority of the outstanding voting
shares of the Trust.

As does the Present Contract, the New Contract provides that in the
absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard of its obligations or duties under the New Contract, SAMI shall not be
liable to the Trust or to any shareholder for any act or omission in the course
of, or connected in any way with, rendering services or for any losses that may
be sustained in the purchase, holding, or sale of any security.

Approval of the New Contract requires the affirmative vote of: (a) 67% or
more of the shares present at the Special Meeting, if the holders of more than
50% of the outstanding shares are present or represented by proxy, or (b) more
than 50% of the outstanding shares, whichever is less. If the New Contract is
approved by shareholders and the Merger is consummated, the New Contract will be
executed and become effective on the Closing Date. In the event the Merger is
not consummated, the Present Contract will continue in accordance with its
terms. If the Merger is consummated and if the New Contract is not approved by
the shareholders of the Trust, the Board of Trustees will consider what actions
should be taken, including but not limited to requesting that the Present
Adviser perform investment advisory services at cost until a new investment
advisory contract is approved by the shareholders.

There are various conditions precedent to the consummation of the Merger
including approval by the shareholders of Society Corporation and KeyCorp, and
approval of regulatory authorities. Shareholders of the Trust are not being
asked to vote on the Merger.

PROPOSED MERGER OF SOCIETY CORPORATION

The terms of the Merger Agreement provide that upon consummation of the
Merger of KeyCorp with and into Society each outstanding share of KeyCorp common
stock will be converted into the right to receive 1.025 common shares of the
resulting corporation, and each outstanding common share of Society will remain
outstanding. The board of the resulting corporation will consist of 22
Directors, half of whom will be from the current board of Society and half of
whom will be from the current board of KeyCorp. It is also anticipated that the
affiliate banks and other subsidiaries of Society and KeyCorp will retain their
current names for the foreseeable future. The resulting corporation will be
headquartered in the Society Center complex in Cleveland, Ohio.

The Trust has been advised that, after careful review and consideration,
Society's Board of Directors determined that the terms of the Merger were fair
to, and in the best interests of, Society and its shareholders. The Trust
further has been advised that Society's board believes the Merger will provide
significant value to all of its shareholders and, at the same time, enable
holders of Society common shares to participate in the expanded opportunities
for growth the Merger will make possible.

Consummation of the Merger is subject to the satisfaction of certain
conditions including the receipt of all necessary regulatory approvals and the
approval by the shareholders of Society and KeyCorp of the Merger Agreement. The
Merger Agreement may be terminated and the Merger abandoned at any time prior to
the Closing Date by the mutual consent of KeyCorp and Society or upon the
occurrence of other events specified in the Merger Agreement. Completion of the
Merger will occur as soon as practicable after satisfaction or waiver of the
applicable conditions, which the parties anticipate will occur on or about March
1, 1994.

TRUSTEES' RECOMMENDATIONS AND OTHER INFORMATION

The New Contract was unanimously approved by the Board of Trustees of the
Trust including those Trustees who are not interested persons of the Trust as
that term is defined in the 1940 Act, at a meeting held on November 17, 1993. By
approving the New Contract, the Trustees have acted in what they believe to be
the best interest of the shareholders of the Trust.

In connection with the approval of the New Contract, the Trustees were
advised by SAMI that those persons currently responsible for management of Trust
assets will have similar responsibilities to the Trust subsequent to
consummation of the Merger. The Trustees considered information relating to
SAMI and the consolidated entity that would result from the Merger, including
present capabilities and expertise in serving as investment adviser to the
Trust, as well as to other investment companies, as noted below. They also
considered the nature and quality of services provided by SAMI, the investment
record of the Trust, comparative data as to the advisory fees and expenses, and
such other information as the Trustees believed to be relevant. The Trustees
also were advised that all mutual fund activities of the combined entities would
be examined subsequent to consummation of the Merger in order to determine
whether further efficiencies can be realized. The Trustees are unable to predict
whether changes will be recommended which would materially impact Trust
operations. The Trustees also considered the fact that no changes in the
compensation payable to SAMI from the compensation paid to the Present Adviser
were proposed. After consideration of these facts, the Trustees, including all
Trustees who are not interested persons, concluded that SAMI is fully capable of
performing the services contemplated by the New Contract and recommended that
the New Contract be approved by the shareholders of the Trust.

The 1940 Act provides that in connection with the sale of any interest in
an investment adviser which results in the "assignment" of an investment
advisory contract, an investment adviser of a registered investment company such
as the Trust, or an affiliated person of such investment adviser, may receive
any amount or benefit if (i) for a period of three years after the sale, at
least 75% of the members of the Board of Trustees of the investment company are
not interested persons of the investment adviser or the predecessor adviser, and
(ii) there is no "unfair burden" imposed on the investment company as a result
of such sale or any express or implied terms, conditions or understanding
applicable thereto. For this purpose, "unfair burden" is defined to include any
arrangement during the two-year period after the transaction, whereby the
investment adviser or its predecessor or successor investment advisers, or any
interested persons of any such adviser, receives or is entitled to receive any
compensation directly or indirectly (i) from any person in connection with the
purchase or sale of securities or other property to, from or on behalf of the
investment company other than bona fide ordinary compensation as principal
underwriter for such company, or (ii) from the investment company or its
security holders for other than bona fide investment advisory or other services.
This provision of the 1940 Act was enacted by Congress in 1975 to make it clear
that an investment adviser (or an affiliated person of the adviser) can realize
a profit on the sale of the adviser's business subject to the two safeguards
described above. Although it is not clear that this provision of the 1940 Act
would be applied in connection with the proposed Merger, the Board of Trustees
of the Trust has received assurances from SAMI that no "unfair burden" will be
imposed on the Trust as a result of the proposed transaction.

KEYCORP

KeyCorp, a bank holding company, is a financial services company
headquartered at One KeyCorp Plaza, Albany, New York, 12207. At June 30, 1993,
KeyCorp had an asset base of $32 billion, with over 900 banking offices in New
York, Alaska, Colorado, Idaho, Maine, Oregon, Utah, Washington, and Wyoming.
KeyCorp's major business activities include providing traditional banking and
associated financial services to consumer, business, and commercial markets. Its
non-bank subsidiaries include securities brokerage, insurance, bank credit card
processing, and leasing.

KeyTrust, a wholly owned subsidiary of KeyCorp, acts as investment adviser
to the Victory Funds, a family of mutual funds that includes money market funds
similar to the Trust. The following schedule lists the advisory fees for each of
the Victory Funds and their approximate net assets (in millions), in
parentheses, as of September 30, 1993.

.25 OF 1% OF AVERAGE DAILY NET ASSETS
Victory U.S. Treasury Money Market Fund ($160)
Victory Money Market Fund ($313)

.40 OF 1% OF AVERAGE DAILY NET ASSETS
Victory Shares Daily Tax-Free Income Fund (1.4)

.45 OF 1% OF AVERAGE DAILY NET ASSETS
Victory Short-Term Government Income Fund ($36)

.55 OF 1% OF AVERAGE DAILY NET ASSETS
Victory Government Bond Fund ($46)
Victory Corporate Bond Fund ($39)
Victory New York Municipal Fund ($2)
Victory National Municipal Fund *

.65 OF 1% OF AVERAGE DAILY NET ASSETS
Victory Aggressive Growth Fund *
Victory Equity Fund ($81)
Victory Equity Income Fund*

* As of December 30, 1993, Fund has not commenced public offering of shares.

The principal executive officers and directors of KeyCorp are:

NAME POSITION WITH KEYCORP. PRINCIPAL OCCUPATION

Victor J. Riley Chairman, President, (other affiliations: Director of Albany Medical Center;
Chief Executive Officer and Director, New York Telephone Company; Knight of Malta;
Director formerly, President, New York State Bankers Association)

Gary R. Allen Group Executive Vice
President, Chief Banking
Officer

Robert W. Bouchard Executive Vice President,
Office of the Chairman and
Secretary

Michael A. Butler Senior Vice President

Ralph M. Carestio, Jr. Executive Vice
President

William H. Doherty Group Executive Vice
President and Chief
Financial Officer

Walter V. Ferris Executive Vice President
and General Counsel

Francis X. Hamilton Senior Vice President

Leroy G. Irving Senior Vice President and
Treasurer

John M. Lang Executive Vice
President

Evelyn A. Morris Senior Vice President

Maurice P. Shea Executive Vice
President

Bruce E. Tofte Executive Vice President
and Chief Control Officer

F. Jay Ward Executive Vice
President

William J. Agee Director Chairman and Chief Executive Officer, Morrison Knudsen
Corporation.

Frank A. Augsbury Director Chairman of the Board and Chief Executive Officer, The
Augsbury Organization, Inc.

H. Douglas Barclay Director Partner, Hiscock & Barclay.

Robert H. Bischoff Director Chairman of the Board, Key Bancshares of Utah, Inc.

Curtis M. Carlson Director Retired Executive Vice President--Finance, KeyCorp.

Kenneth M. Curtis Director President, Maine Maritime Academy; Partner, Curtis,
Thaxter, Stevens, Broder & Micoleau.

John C. Dimmer Director President, Firs Management Corporation.

Lucie J. Fjeldstad Director Vice President and General Manager, Multimedia, IBM
Corporation.

Henry S. Hemingway Director President, Town & Country Life Insurance
Company.

Charles R. Hogan Director Co-Chairman of the Board, Puget Sound Marketing Co.,
Inc.

Raymond E. Lavoie, Jr. Director Retired Banker.

Robert A. Schumacher Director Consultant for Georgia Pacific Corporation.

Ronald B. Stafford Director Partner, Stafford, Trombley, Purcell, Lahtinin, Owens &
Curtin.

Peter G. Ten Eyck II Director President, Indian Ladder Farms.

Nancy B. Veeder Director President, Veeder Realty, Inc.; Partner, VR Associates
Ltd. d/b/a Residence Inn.

SOCIETY CORPORATION AND SAMI

At June 30, 1993, Society Corporation had an asset base of approximately
$26 billion, over 440 banking offices in Ohio, Florida, Indiana, and Michigan,
and trust subsidiaries in Florida and Texas. Society Corporation's major
business activities include providing traditional banking, trust, and associated
financial services to consumer, business, and commercial markets. Its non-bank
subsidiaries include securities brokerage, insurance, bank credit card
processing, and leasing. Society National Bank is the lead affiliate bank of
Society Corporation. Society National Bank and its affiliate banks, through
their trust offices, provide administrative and investment management services
for approximately $67 billion in trust assets including assets managed by SAMI.

SAMI, an Ohio corporation organized on October 23, 1981, is a registered
investment adviser under the Investment Advisers Act of 1940. SAMI manages
assets of over $16 billion for numerous clients, including mutual funds,
employee benefit plans, endowments, common trust funds, and individuals.

SAMI's audited balance sheet as of December 31, 1992, along with its
unaudited balance sheet as of November 30, 1993 appear as Exhibits C and D,
respectively, to this proxy statement. SAMI has represented that, since the date
of the unaudited balance sheet, there has been no material adverse change in its
financial condition. Proxies solicited for the shareholders' meeting will not be
voted for the approval of the proposal presented unless in the judgment of the
Board of Trustees there has been no material adverse change in SAMI's financial
condition between the date of the unaudited balance sheet and SAMI's most recent
fiscal year ending prior to the meeting date.

The following schedule lists the advisory fees for each mutual fund that
is advised by SAMI, and their approximate net assets (in millions), in
parenthesis, as of December 31, 1993.

.35 OF 1% OF AVERAGE DAILY NET ASSETS
Society Prime Obligations Fund ($699)
Society U.S. Government Obligations Fund ($523)
Society Tax-Exempt Fund ($217)
Society International Growth Fund ($40) (sub-adviser)

.50 OF 1% OF AVERAGE DAILY NET ASSETS
A.T. Ohio Tax-Free Money Fund ($306)
Society Limited-Term Income Fund ($87)
Society U.S. Government Income Fund ($194)
Financial Reserves Fund ($475)

.60 OF 1% OF AVERAGE DAILY NET ASSETS
Society Ohio Tax-Free Bond Fund ($53)
Society Stock Index Fund ($48)

.65 OF 1% OF AVERAGE DAILY NET ASSETS
Society Diversified Stock Fund ($249)

.75 OF 1% OF AVERAGE DAILY NET ASSETS
Society Earnings Momentum Fund ($11)
Society Intermediate Income Fund ($101)
Society Investment Quality Bond Fund ($103)
Society Ohio Regional Stock Fund ($34)

1% OF AVERAGE DAILY NET ASSETS
Society's Collective Investment Retirement Fund Balanced Fund ($40)
Society's Collective Investment Retirement Fund Government Income Fund
($18)
Society Balanced Fund ($83)
Society Value Stock Fund ($157)
Society Growth Stock Fund ($60)
Society Special Value Stock Fund ($67)
Society Special Growth Stock Fund ($28)

The principal executive officers and directors of Society Corporation are:

POSITION WITH
NAME SOCIETY CORPORATION PRINCIPAL OCCUPATION

Robert W. Gillespie Chairman of the Board and
Chief Executive Officer

Henry L. Meyer III Vice Chairman of the Board
and Chief Banking Officer

Roger Noall Vice Chairman of the Board
and Chief Administrative
Officer

James W. Wert Vice Chairman of the Board
and Chief Financial Officer

William G. Bares Director President and Chief Operating Officer, The Lubrizol
Corporation

Edward F. Bell Director Retired President, Ameritech Ohio

Albert C. Bersticker Director President and Chief Executive Officer, Ferro Corporation

Thomas A. Commes Director President and Chief Operating Officer, The
Sherwin-Williams Company

Howard J. Cooper Director President, Howard Cooper, Inc.

Betty Cope Director President, WVIZ-TV

Allen H. Ford Director Consultant

T. Raymond Gregory Director Chairman of the Board and Chief Executive Officer,
Gregory Galvanizing & Metal Processing, Inc.

Jerry Hammes Director Chairman of the Board and President, Romy Hammes, Inc.

POSITION WITH
NAME SOCIETY CORPORATION PRINCIPAL OCCUPATION
Stephen R. Hardis Director Vice Chairman, Chief Financial and Administrative
Officer, Eaton Corporation

Lawrence A. Leser Director President and Chief Executive Officer, the E.W. Scripps
Company

A. Stephen Martindale Director President and Chief Executive Officer, The Kiemle-Harkins
Company

John G. McDonald Director Retired President, BP Oil Company

Steven A. Minter Director Director, The Cleveland Foundation

M. Thomas Moore Director Chairman and Chief Executive Officer, Cleveland Cliffs
Inc.

John C. Morley Director President and Chief Executive Officer, Reliance Electric
Company

Richard W. Pogue Director Senior Partner, Jones, Day, Reavis and Pogue

James S. Reid, Jr. Director Chairman of the Board and Chief Executive Officer, The
Standard Products Company

Harry A. Shaw, III Director Chairman of the Board and Chief Executive Officer, Huffy
Corporation

Dennis W. Sullivan Director Executive Vice President, Parker-Hannifin Corporation

Renold D. Thompson Director Vice Chairman and Director, Oglebay Norton Company

PORTFOLIO TRANSACTIONS

All portfolio transactions are undertaken on the basis of their
desirability from an investment standpoint. Subject to review by the Board of
Trustees, the investment adviser makes decisions on and selects brokers or
dealers for portfolio transactions. The Board of Trustees periodically reviews
and monitors the investment adviser's performance. The purchase of money market
instruments from and their sale to dealers are executed with recognized dealers
in these money market instruments except when a better execution and price can
be obtained elsewhere.

The investment adviser may select brokers and dealers who, in addition to
meeting the above requirements, also furnish brokerage and research services.
These services may include advice as to the advisability of investing in
securities, security analyses and reports, economic studies, industry studies,
receipt of quotations for portfolio valuations and similar services. These
services may be furnished either directly to the Trust, to the investment
adviser, to advisers who are affiliates of the investment adviser or to accounts
advised by those companies. The brokers and dealers who execute portfolio
transactions selected for the above reasons may also sell shares of the Trust
and certain other affiliated funds. The fact that a broker or dealer may sell
shares of the Trust or any other fund is not a criterion used by the investment
adviser in selecting a broker or dealer to execute portfolio transactions on
behalf of the Trust.

The investment adviser, in selecting brokers or dealers to execute
portfolio transactions, exercises reasonable business judgment and determines in
good faith that commissions charged by such persons are reasonable in
relationship to the value of the brokerage and research services provided by
such persons, viewed in terms of the overall responsibilities of the investment
adviser and its affiliated companies with respect to the Trust itself and the
other accounts to which they render investment advice. As a practical matter,
the benefits inuring to these companies or accounts are not divisible. To the
extent that the receipt of the above-described services may supplant services
for which the investment adviser might otherwise have paid, it would, of course,
tend to reduce its expenses. The same is true of services furnished to the Trust
and in turn made available by the Trust to the investment adviser or its
affiliates. The investment adviser does not lower its fee as a consequence of
receiving such services.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT
THE SHAREHOLDERS APPROVE THE NEW INVESTMENT
ADVISORY CONTRACT

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

TO APPROVE OR DISAPPROVE AN AMENDMENT TO THE TRUST'S
INVESTMENT LIMITATION CLARIFYING THE TRUST'S ABILITY
TO INVEST IN ALL MUNICIPAL BONDS EVEN THOUGH THE INTEREST OF
SOME BONDS IS INCLUDED IN THE CALCULATION OF THE FEDERAL
ALTERNATIVE MINIMUM TAX

The Board of Trustees of the Trust, at its meeting on November 17, 1993,
approved a proposal by SAMI to adopt an amendment to a fundamental investment
limitation of the Trust to specify that the Trust is permitted to invest without
limitation in certain municipal bonds the interest of which is included in the
calculation of the federal alternative minimum tax.

The federal regular income tax is the normal income tax that all taxpayers
are accustomed to computing and paying each year. The alternative minimum tax
("AMT") is an alternative tax that is imposed when a taxpayer derives certain
tax benefits resulting from tax-favored investments. The AMT was enacted by
Congress to insure that all taxpayers pay some minimum amount of federal income
tax. Taxpayers are required to compute their regular tax liability, then, if
appropriate, their AMT, and pay the higher of the two. The AMT is equal to up to
28% of alternative minimum taxable income ("AMTI") for individuals and 20% for
corporations. AMTI is regular taxable income adjusted for certain items of
income and deduction and increased by tax preference items. A tax preference
item is income which not otherwise included in the computation of the regular
tax, or a deduction that is permitted in the regular tax calculation, but which
must be added back to taxable income in the AMT calculation.

The Trust's investment policies permit the Trust to invest in all types of
municipal bonds. At the time the Trust was established, municipal bonds were not
subject to any federal income taxes, and the Trustees intended to permit the
Trust to purchase all types of municipal bonds within stated quality and
maturity restrictions. However, with the adoption of the Tax Reform Act of 1986
('TRA"), certain municipal bonds are now subject to the AMT. Therefore, the
Trustees of the Trust are proposing to amend the investment limitation of the
Trust to expressly state that the Trust may purchase all municipal bonds the
interest of which is exempt from federal regular income tax, even though the
interest from some of the bonds is now a tax preference item included in the
calculation of the AMT. In making this proposal, the Adviser has considered the
fact that municipal instruments, the income from which would be subject to AMT,
often pay a higher interest rate than comparable non-AMT instruments, and that
very few taxpayers actually pay the AMT. It believes that the yield advantage
offered by AMT instruments , along with an increase in the supply of securities
eligible for purchase by the Trust, would be generally beneficial to all
shareholders, and that increasing the Trust's AMT investments is not expected to
adversely affect many, if any, shareholders.

Before the enactment of the TRA, there were only ten tax preference items
included in the AMT calculation which almost exclusively affected only taxpayers
with large capital gains and taxpayers who participated in corporate incentive
stock option plans or who invested in real estate, oil and gas drilling, and
other tax shelter activities which produced one or more of the ten tax
preference items.

The TRA divided municipal bonds into two categories, "public purpose
bonds" and "private activity bonds," and designated the interest from private
activity bonds as a tax preference item in the AMT calculation. Public purpose
bonds are municipal bonds issued to finance roads, schools, libraries, prisons,
and other public facilities. The interest income from these bonds will remain
completely exempt from both federal regular income tax and individual AMT.
Private activity bonds are issues for which at least 10% of either the proceeds
or debt service are respectively used or paid by a non-governmental entity.
Examples of private activity bonds include corporate industrial development
revenue bonds, airport bonds, student loan revenue bonds, and housing revenue
bonds. Pursuant to the TRA, the interest income from private activity bonds
issued after August 7, 1986, is considered to be a tax preference item in the
calculation of the AMT, although such interest will continue to be exempt from
the calculation of federal regular income tax. When the Trust invests in private
activity bonds, it is required to designate the portion of its dividend which
consists of the interest from these bonds as a tax preference item.
Shareholders, both individual and corporate, who are subject to the AMT are then
required to include the designated amount of the Trust's dividends in their AMT
calculations.

In the case of corporate shareholders of the Trust, all dividends of the
Trust which represent interest on municipal bonds will be included as an
additional tax preference item of the corporate alternative minimum tax
calculation in taxable years of the shareholder because the dividends will be
included in adjusted current earnings. The corporate minimum tax treats 75% of
the excess of the taxpayers adjusted current earnings over its AMTI (with
certain adjustments) as a tax preference item.

Although having preference items such as private activity bond interest
does not automatically cause additional tax liability, private activity bond
interest, as a factor in the AMT calculation, may combine with other preferences
and adjustments in the circumstances of a particular shareholder to
require payment of AMT which would not have been payable under prior law. In
these cases, only because of the operation of the AMT, the income of the Trust
would not be entirely exempt from federal income tax.

The Trust's investment policies permit the Trust to invest in all types of
municipal bonds, including those subject to the AMT. The current investment
limitation, however, effectively limits the Trust's ability to purchase AMT
municipal bonds. It is proposed that the present investment limitation of the
Trust, which states that the Trust will not:

"invest its assets so that less than 80% of its annual interest income is
exempt from federal income and Ohio taxes."

be amended to read as follows:

"invest its assets so that less than 80% of its annual interest income is
exempt from federal regular income and Ohio taxes."

By stating that the Trust invests to provide income exempt only from
federal regular income tax, the amended investment policy would expressly permit
the Trust to purchase, without limitation, private activity bonds, the interest
of which is included in the calculation of the federal AMT. If the proposed
amendment is not approved by shareholders, the Trust will continue to invest its
assets so that not more than 20% of its annual interest income is subject to the
federal AMT.

Shareholder approval of the proposed amendment to the investment objective
and policies requires the affirmative vote of: (a) 67% or more of the shares
present at the Special Meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or (b) more than 50% of
the outstanding shares, whichever is less.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE
SHAREHOLDERS APPROVE THE AMENDMENT TO THE TRUST'S
INVESTMENT LIMITATION CLARIFYING THE TRUST'S ABILITY TO INVEST IN
ALL MUNICIPAL BONDS EVEN THOUGH THE INTEREST OF SOME BONDS IS
INCLUDED IN THE CALCULATION OF THE FEDERAL ALTERNATIVE
MINIMUM TAX

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

TO APPROVE OR DISAPPROVE AN AMENDMENT TO THE TRUST'S
DECLARATION OF TRUST TO PERMIT THE TRUSTEES TO MAKE ANY FUTURE
CHANGES TO THE NAME OF THE TRUST WITHOUT SHAREHOLDER
APPROVAL

If the foregoing amendment to the Trust's investment limitation is
approved, it would be necessary for the Trust's name to be changed from "A.T.
Ohio Tax-Free Money Fund" to remove the reference to "Tax-Free" in order to
reflect the Trust's amended investment policy. Because of this, the Trustees are
asking the shareholders to approve a change to the Trust's Declaration of Trust
to permit the Trustees to make changes to the Trust's name without shareholder
approval. If the proposed
change to the Declaration is approved, the Trustees will change the name of the
Trust to substitute "Municipal" for "Tax-Free," and to make any other changes
that would be appropriate.

The Board of Trustees of the Trust, at its meeting on November 17, 1993,
unanimously approved an amendment to the Trust's Declaration of Trust to permit
the Trustees to change the name of the Trust without Shareholder approval.

In considering the proposed amendment to allow the Trustees to make name
changes without shareholder approval, the Trustees considered various factors,
including the expense of calling and holding shareholder meetings in the future
for that purpose. Any name change that the Trustees would select without
shareholder approval would not change the emphasis of the portfolio and,
therefore, would not have an impact on shareholders.

In the event that the amendment is not approved by shareholders, this
section of the Declaration of Trust will remain as it currently exists and the
Trustees will consider what action, if any, should be taken, including (in the
event that shareholders approve the change to the Trust's policy on AMT
instruments) continuing the current practice of limiting investment in AMT
instruments, as described above. Approval requires the affirmative vote of: (a)
67% or more of the Shares of the Trust present at the Special Meeting, if the
holders of more than 50% of the outstanding Shares of the Trust are present or
represented by proxy; or (b) more than 50% of the outstanding Shares of the
Trust, whichever is less.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
APPROVE THE AMENDMENT TO THE TRUST'S DECLARATION OF TRUST
TO PERMIT THE TRUSTEES TO CHANGE THE NAME OF THE TRUST
WITHOUT SHAREHOLDER APPROVAL

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

ELECTION OF TRUSTEES

The Trust is managed by a Board of Trustees, which is responsible for
managing the Trust's business affairs and for exercising all of the Trust's
powers except those reserved for the shareholders. As of the date of this proxy
statement, the Board (the "Present Board") consists of eleven Trustees (the
"Present Trustees"). With the exception of John T. Conroy, Jr. and Peter E.
Madden, all of the Present Trustees have served in that capacity continuously
since July 25, 1984 and Messrs. Conroy and Madden have served as Trustees since
August 21, 1991, the date of their appointment to the Present Board by the
Present Trustees.

As a result of the pending merger of KeyCorp with Society Corporation, a
number of diverse mutual fund families, each with different sets of service
providers and Boards of Trustees, will be brought together under the new
resulting bank holding company. The Board of Trustees recently approved a
proposal for the appointment of a new board that would serve in place of the
Present Trustees, subject to approval by shareholders of the Trust.

It is proposed that the new board consist of the five people (the
"Nominees") who currently serve as the Trustees of Financial Reserves Fund
("FRF"), which is another mutual fund advised by the Adviser and distributed by
the Trust's principal underwriter. Implementation of this proposal is
expected to result in immediate efficiencies in conducting the affairs of both
the Trust and FRF, particularly with respect to fund operations and governance.

While the Present Trustees have proposed that the Nominees succeed the
Present Board (subject to shareholder approval), the Present Trustees, as of the
date of this proxy statement, have not considered any changes in the service
providers to the Trust other than those discussed elswhere in this proxy
statement.

The Present Trustees have nominated the five Nominees listed below to
serve as Trustees and to manage the Trust's affairs, subject to shareholder
election at the Special Meeting. The Present Trustees are currently serving as
Trustees and will continue to serve in their present capacities until the
results of the shareholder vote at the Special Meeting are certified and
recorded. The Nominees can not act until elected to serve as Trustees by the
shareholders at the Special Meeting. Assuming that the Nominees are elected at
the Special Meeting, the Present Trustees will submit their resignations upon
the recording of the results of the shareholder vote, and the Nominees will then
become Trustees. In the event that the shareholders do not elect the Nominees at
the Special Meeting, the Present Trustees will continue to serve in their
current capacities, and will consider what action, if any, should be taken.

At the Special Meeting, votes will be taken on the election of the
Nominees to serve as Trustees of the Trust to hold office until the election and
qualification of their successors. None of the Nominees is related to one
another. None of the Nominees is presently serving as a Trustee of the Trust. As
described above, each of the Nominees currently serves as a trustee of Financial
Reserves Fund. All of the Nominees have consented to serve if elected at the
Special Meeting. The Nominees will be elected by a plurality of votes cast at
the Special Meeting.

THE NOMINEES

The Nominees for election as Trustees are listed below with their
principal occupations for the past five years, and present positions, including
any affiliation with the Adviser or its subsidiaries, Federated Investors,
Federated Securities Corp., Federated Services Company, Federated Administrative
Services, or the Funds (as such term is defined in the section entitled "The
Present Trustees and Officers" of this proxy statement). The address of each of
the Nominees is c/o Squire, Sanders & Dempsey, 4900 Society Center, 127 Public
Square, Cleveland, Ohio 44114, Attention: Jeffrey Margulies, Esq.

PRINCIPAL OCCUPATIONS DURING THE PAST
NAME FIVE YEARS AND AFFILIATIONS AGE

James H. Bodurtha* Chairman and Chief Executive Officer, China Enterprise Management Corporation; 49
Partner in the law firm of Squire, Sanders & Dempsey (1980-1993); and Trustee,
Financial Reserves Fund (1991).

Edward P. Campbell Vice President of Nordson Corporation (manufacturer of application equipment, 44
1988); Vice President of Finance of BP America, Inc. (oil company, August
1987-April 1988); Vice President of Finance of The Standard Oil Company (August
1986-July 1987); Vice President of Acquisitions and Divestitures of The Standard
Oil Company (May-July 1986); Vice President of Retail Sales of Sohio Oil Company
(Sept. 1985-April 1986); member of the Supervisory Committee of Society's
Collective Investment Retirement Fund (1987); and Trustee, Financial Reserves
Fund (1991).

James E. Gulick Adjunct Professor, MBA Program, Baldwin-Wallace College (1991); Executive 59
Director of Cleveland Commission on Higher Education (September 1990-July 1992);
various Senior Officer positions with Brush Wellman Inc. (beryllium products,
electronics and equipment components, 1979-1990) including Vice President,
Planning and Administration (1987-1990), President of Equipment Components Group
(1984-1987), President, S. K. Wellman Co. (1985-1987); member of the Supervisory
Committee of Society's Collective Investment Retirement Fund (1991); and Trustee,
Financial Reserves Fund (1991).

Harald Miller Principal of Barnes, Wendling, Cook & O'Connor, Inc. (Certified Public 64
Accountants, 1992); President of Harald Miller, Inc. (Certified Public
Accounting, 1989-1992); Principal of Miller, Miller & Haney, Inc. (Certified
Public Accounting 1973-1989); member of the Supervisory Committee of Society's
Collective Investment Retirement Fund (1987); and Trustee, Financial Reserves
Fund (1991).

Thomas F. Morrissey Associate Dean of Weatherhead School of Management, Case Western Reserve 60
University (1989); Professor of Banking and Finance of Weatherhead School of
Management, Case Western Reserve University (1970-1989); member of the
Supervisory Committee of Society's Collective Investment Retirement Fund (1987);
and Trustee, Financial Reserves Fund (1991).

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

The Nominees own less than 1% of the Trust's outstanding shares.

The Present Board is comprised of eleven Trustees, two of whom are deemed
to be "interested persons" of the Trust as defined in the Act. If the Nominees
are elected, the Trust's Board will be
comprised of four non-interested Trustees and one interested Trustee. The
Present Board met four times during the fiscal year ended August 31, 1993, and
each of the Present Trustees attended all of the Board meetings. It is
anticipated that the Nominees, upon being elected Trustees, will meet at least
four times a year at regularly scheduled meetings. The committees, organization
and activities of the Present Board are described in the section entitled "The
Present Trustees and Officers" in this proxy statement. The Nominees have not
yet made any decision with respect to whether to delegate responsibilities to
similar committees.

If the Nominees are elected, it is anticipated that there will be
associated changes in the officers of the Trust. Specifically, it is expected
that the following persons will be nominated to the offices set opposite his
name. Each of the proposed officers currently serves as an officer of the Trust,
although in some cases in a different capacity.

Edward C. Gonzales.............................President and Treasurer

Jeffrey W. Sterling.............Vice President and Assistant Treasurer

Jay S. Neuman................................................Secretary

S. Elliott Cohan...................................Assistant Secretary

If any Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxies will be cast for a substitute
candidates by the persons named therein, or their substitutes, present and
acting at the Special Meeting. The Present Trustees have no reason to believe
that any Nominee will become unavailable for election as a Trustee.

The Trust's annual report for the year ended August 31, 1993 has
previously been furnished to the shareholders.

THE PRESENT BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS ELECT THE NOMINEES

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

THE PRESENT BOARD OF TRUSTEES AND OFFICERS

The Present Trustees and officers are listed with their addresses,
principal occupations, and present positions, including any affiliation with
Federated Investors, Federated Securities Corp., Federated Services Company,
Federated Administrative Services, and the Funds (as defined below).

PRINCIPAL OCCUPATIONS DURING THE PAST
NAME FIVE YEARS, AFFILIATIONS AND ADDRESS* AGE

John F. Donahue\* Chairman and Trustee, Federated Investors; Chairman and Trustee, Federated 69
Chairman and Trustee Advisers, Federated Management, and Federated Research; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner
of the Funds; formerly, Director, The Standard Fire Insurance
Company.

John T. Conroy, Jr. President, Investment Properties Corporation; Senior Vice President, John R. 56
Trustee Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; General 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 Director and Member of the Executive Committee, Michael Baker, Inc.; Director, 75
Trustee Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.

James E. Dowd Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee, 71
Trustee or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.

Lawrence D. Ellis, M.D. Hematologist, Oncologist, and Internist, Presbyterian and Montefiore 61
Trustee Hospitals; Clinical Professor of Medicine and Trustee, University of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.

Edward L. Flaherty, Jr.\ Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park 69
Trustee 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 Consultant; State Representative, Commonwealth of Massachusetts; Director, 51
Trustee Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.

Gregor F. Meyer Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.; 67
Trustee Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing General
Partner of the Funds; formerly, Vice Chairman, Horizon Financial, F.A.

Wesley W. Posvar Professor, Foreign Policy and Management Consultant; Trustee, Carnegie 68
Trustee Endowment for International Peace, RAND Corporation, OnLine Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak Management
Center; Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; formerly, Chairman, National Advisory
Council for Environmental Policy and Technology.

Marjorie P. Smuts Public relations/marketing consultant; Director, Trustee, or Managing General 58
Trustee Partner of the Funds.

Glen R. Johnson* Trustee, Federated Investors; President and/or Trustee of some of the Funds; 64
President and Trustee staff member, Federated Securities Corp. and Federated Administrative
Services.

- ---------

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

\ Member of the Trust's Executive Committee. The Executive Committee of the
Board of Trustees handles the responsibilities of the Board of Trustees
between meetings of the Board.

"The Funds" and "Funds" mean the following investment companies: A. T.
Ohio Tax-Free Money Fund; American Leaders Fund, Inc.; Annuity Management
Series; Automated Cash Management Trust; Automated Government Money Trust; The
Boulevard Funds; California Municipal Cash Trust; Cash Trust Series II; Cash
Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport
Cash Trust; FT Series, Inc.; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate Government
Trust; Federated Short-Term U.S. Government Trust; Federated Stock Trust;
Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S. Government
Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income Securities, Inc.;
High Yield Cash Trust; Insurance Management Series; Intermediate Municipal
Trust; 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; Mark Twain
Funds; Money Market Management, Inc.; Money Market Obligations Trust; Money
Market Trust; Municipal Securities Income Trust; New York Municipal Cash Trust;
111 Corcoran Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Signet Select 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.

During the fiscal year ended August 31, 1993, there were four meetings of
the Board of Trustees. The Trustees who are not interested persons of the Trust
as a group received fees totaling $11,538. The interested Trustees do not
receive fees from the Trust. All Trustees were reimbursed for expenses for
attendance at the meeting.

Other than its Executive Committee, the Trust has one Board committee, the
Audit Committee. Generally, the function of the Audit Committee is to assist the
Board in fulfilling its duties relating to
the Trust's accounting and financial reporting practices and to serve as a
direct line of communication between the Board and the independent auditors. The
specific functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.

Messrs. Flaherty, Copeland, and Dowd serve on the Audit Committee. These
Trustees are not interested Trustees of the Trust. During the fiscal year ended
August 31, 1993, there were five meetings of the Audit Committee. All of the
members of the Audit Committee were present at the meetings. Each member of the
Audit Committee receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.

The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and ages (in parentheses) of the executive officers of the Trust who
are not listed above under "Election of Trustees" and their principal
occupations during the last five years are as follows: J. Christopher Donahue
(44), Vice President of the Trust; is President and Trustee, Federated
Investors; Trustee, Federated Advisers, Federated Management, and Federated
Research; President and Director, Federated Administrative Services; President
or Vice President of the Funds; Director, Trustee, or Managing General Partner
of some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Trustee of the Trust. Richard B. Fisher (70), Vice President of the Trust is
Executive Vice President and Trustee, Federated Investors; President and
Director, Federated Securities Corp.; President or Vice President of the Funds;
Director or Trustee of some of the Funds. Edward C. Gonzales (63), Vice
President and Treasurer of the Trust; is Vice President, Treasurer and Trustee,
Federated Investors; Vice President and Treasurer, Federated Advisers, Federated
Management, and Federated Research; Executive Vice President, Treasurer and
Director, Federated Securities Corp.; Chairman, Treasurer, and Director,
Federated Administrative Services, Inc.; Trustee, Liberty U.S. Government Money
Market Trust; Vice President and Treasurer of the Funds. John W. McGonigle (55),
Vice President and Secretary of the Trust; is Vice President, Secretary, General
Counsel, and Trustee, Federated Investors; Vice President, Secretary, and
Trustee, Federated Advisers, Federated Management, and Federated Research;
Executive Vice President, Secretary, and Trustee, Federated Administrative
Services; Executive Vice President and Director, Federated Securities Corp.;
Vice President and Secretary of the Funds. John A. Staley, IV (50), Vice
President of the Trust; is Vice President and Trustee, Federated Investors;
Executive Vice President, Federated Securities Corp.; President and Trustee,
Federated Advisers, Federated Management, and Federated Research; Vice President
of the Funds; Director, Trustee, or Managing General Partner of some of the
Funds; formerly, Vice President, The Standard Fire Insurance Company and
President of its Federated Research Division. Messrs. Fisher, McGonigle, and
Staley have been officers of the Trust since August 23, 1984.

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

Federated Administrative Services is the Trust's administrator. For the
fiscal year ended August 31, 1993, administrative fees were $324,378.

In addition, John A. Staley, IV, an officer of the Trust, holds
approximately 15% 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 and Federated Administrative
Services, Inc. For the fiscal year ended August 31, 1993, Federated
Administrative Services, paid approximately $162,140 for services provided by
Commercial Data Services, Inc. to a number of investment companies, including
the Trust.

Federated Securities Corp., the principal underwriter for the Trust, and
Federated Administrative Services are both wholly-owned subsidiaries of
Federated Investors. Their address is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779.

OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY

While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business mentioned in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at said
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named therein, or their
substitutes, present and acting at the Special Meeting.

If at the time any session of the Special Meeting is called to order, a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment.

As of December 30, 1993, Society National Bank held of record, on behalf
of numerous trust, custody and individual accounts, 186,582,068.48 Shares
(61.3%) of the Trust.

If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.

By Order of the Trustees
John W. McGonigle
January 12, 1994 Secretary

EXHIBIT A

("PRESENT CONTRACT")
A.T. OHIO TAX-FREE MONEY FUND
INVESTMENT ADVISORY CONTRACT

This Contract is made between SOCIETY ASSET MANAGEMENT, INC., a registered
investment adviser having its principal place of business in Cleveland, Ohio
(hereinafter referred to as "Adviser"), and A.T. OHIO TAX-FREE MONEY FUND, a
Massachusetts Business Trust having its principal place of business in
Pittsburgh, Pennsylvania (hereinafter referred to as the "Fund") and is based on
the following premises:

(a) That the Fund is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as
such with the Securities and Exchange Commission;

(b) That Adviser is authorized to engage in the business of rendering
investment advisory and management services.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. The Fund hereby appoints Adviser as investment adviser and Adviser
accepts the appointment. Subject to the direction of the Trustees of the Fund,
Adviser shall provide investment research and supervision of the investments of
the Fund and conduct a continuous program of investment, evaluation and of
appropriate sale or other disposition and reinvestment of the Fund portfolio.

2. Adviser, in its supervision of the investments of the Fund will be
guided by the Fund's fundamental investment policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Fund and
as set forth in the Registration Statements and exhibits as may be on file with
the Securities and Exchange Commission.

3. The Fund shall pay all of its expenses, including, without limitation,
the expenses of organizing the Fund and continuing the Fund's existence; fees
and expenses of Trustees and officers of the Fund; fees for investment advisory
services and administrative personnel and services; fees and expenses of
preparing and printing its Registration Statements under the Securities Act of
1933 and the Investment Company Act of 1940 and any amendments thereto; expenses
of registering and qualifying the Fund and its shares under Federal and State
laws and regulations; expenses of preparing, printing and distributing
prospectuses (and any amendments thereto) to shareholders; expenses of
registering, licensing or other authorization of the Fund as a broker-dealer and
of its officers as agents and salesmen under Federal and State laws and
regulations; interest expense, taxes, fees and commissions of every kind;
expenses of issue (including cost of share certificates), purchase, repurchase
and redemption of shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars; printing and
mailing costs, auditing, accounting and legal expenses; reports to shareholders
and governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues and such non recurring items as may arise,
including all losses and liabilities incurred in administering the Fund. The
Fund will also pay extraordinary expenses as may arise including expenses
incurred in connection with litigation, proceedings and claims and the legal
obligations of the Fund to indemnify its Trustees, officers, employees,
shareholders, distributors and agents with respect thereto.

4. For all services rendered by Adviser hereunder, the Fund shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual gross investment advisory fee equal to .50% of the
average daily net assets of the Fund. Such fee shall be accrued and paid daily
at the rate of 1/365th of .50% of the daily net assets of the Fund.

5. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Adviser may, by notice to the Fund, voluntarily declare to be
effective.

6. The term of this Contract shall begin on the date of its execution and
shall continue in effect through March 16, 1994, and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of Trustees of the Fund, including a
majority of the Trustees who are not parties to this Contract or interested
persons of any such party (other than as Trustees of the Fund) cast in person at
a meeting called for that purpose; and (b) Adviser shall not have notified the
Fund in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation.

7. Notwithstanding any provision in this Contract, it may be terminated at
any time, without the payment of any penalty, by the Trustees of the Fund or by
a vote of a majority of the outstanding voting securities of the Fund on sixty
(60) days' written notice to the Adviser.

8. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract with
such other person, persons, corporation or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.

9. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of the obligations or duties under this contract on the part
of Adviser, Adviser shall not be liable to the Fund or any shareholder for any
act or omission in the course of or connected in any way with rendering services
or for any losses that may be sustained in the purchase, holding or sale of any
security.

10. This Contract may be amended at any time by agreement of the parties,
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Fund, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party to this
Contract (other than as Trustees of the Fund) cast in person at a meeting called
for that purpose, and by the holders of a majority of the outstanding voting
securities of the Fund.

11. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees that
the obligations assumed by the Fund pursuant to this Contract be limited in any
case to the Fund and its assets and Adviser shall not seek satisfaction of any
such obligation from the shareholders of the Fund, the Trustees, officers,
employees or agents of the Fund, or any of them.

12. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed
on their behalf by their duly authorized officers and their seals to be affixed
hereto this 3rd day of February, 1993.

Attest: SOCIETY ASSET MANAGEMENT, INC.

/s/ STACY L. BAUER By:/s/ JAMES R. KIRK
Assistant Secretary

Attest: A.T. OHIO TAX-FREE MONEY FUND

/s/ JOHN M. MCGONIGLE By:/s/ JOHN F. DONAHUE
Secretary Chairman

EXHIBIT B

("NEW CONTRACT")
A.T. OHIO TAX-FREE MONEY FUND
FORM OF
INVESTMENT ADVISORY CONTRACT

(a) That the Fund is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as
such with the Securities and Exchange Commission;

(b) That Adviser is authorized to engage in the business of rendering
investment advisory and management services.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

6. The term of this Contract shall begin on the date of its execution and
shall continue in effect for two years from its execution, and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of Trustees of the Fund, including a
majority of the Trustees who are not parties to this Contract or interested
persons of any such party (other than as Trustees of the Fund) cast in person at
a meeting called for that purpose; and (b) Adviser shall not have notified the
Fund in writing at least sixty (60) days prior to the anniversary date of this
Contract in any year thereafter that it does not desire such continuation.

12. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed
on their behalf by their duly authorized officers and their seals to be affixed
hereto this day of , 1994.

Attest: SOCIETY ASSET MANAGEMENT, INC.

By:
Secretary

Attest: A.T. OHIO TAX-FREE MONEY FUND

By:
Secretary

EXHIBIT C

BALANCE SHEET
SOCIETY ASSET MANAGEMENT, INC.
DECEMBER 31, 1992

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

ASSETS

Cash and cash equivalent........................................................................... $ 244,038
Marketable securities available for sale (market value: $977,421).................................. 950,628
Equipment, net of accumulated depreciation......................................................... 46,285
Fees receivable.................................................................................... 59,403
Accrued interest................................................................................... 13,926
Receivable from Society Corporation................................................................ 192,130
Deferred income taxes.............................................................................. 72,053
Other assets....................................................................................... 12,268
-------------
TOTAL ASSETS........................................................................ $ 1,590,731
-------------
-------------
LIABILITIES
Accrued incentive compensation..................................................................... $ 175,000
Other accrued liabilities.......................................................................... 73,308
-------------
TOTAL LIABILITIES................................................................... 248,308
STOCKHOLDER'S EQUITY
Common stock--no par value; 500 shares authorized issued and outstanding........................... 351,670
Retained earnings.................................................................................. 990,753
-------------
TOTAL STOCKHOLDER'S EQUITY.......................................................... 1,342,423
-------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.......................................... $ 1,590,731
-------------
-------------

See notes to the financial statement.

NOTES TO FINANCIAL STATEMENT
SOCIETY ASSET MANAGEMENT, INC.
DECEMBER 31, 1992

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

NOTE A--ORGANIZATION AND DESCRIPTION OF BUSINESS

Society Asset Management, Inc. (the "Company"), is a wholly-owned subsidiary of
Society National Bank (the "Bank"), which is a wholly-owned subsidiary of
Society Corporation ("Society"). Prior to September 1992, the Company was known
as SeaGate Capital Management Company. The Company was formed to conduct
business as a registered investment advisor pursuant to the Investment Advisors
Act of 1940.

On March 16, 1992, Society consummated a merger with Ameritrust Corporation
which was accounted for using the pooling of interests method of accounting. The
Ameritrust investment advisor subsidiary, Ameritrust Securities Corp. ("ASC"),
was merged with and into the Company on December 1, 1992. The merger with ASC
was accounted for at historical cost in a manner similar to that in pooling of
interests accounting.

NOTE B--SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company conform with generally accepted
accounting principles. The following is a summary of the Company's significant
accounting policies.

Fee Income Recognition: Fee income is recognized as earned over the contractual
period as stipulated in the investment advisory contract.

Marketable Securities: Marketable securities, which consist principally of
United States Treasury Notes, are valued at the lower of aggregate cost or
market value.

Equipment: Equipment is stated at cost less accumulated depreciation. Provision
for the depreciation of equipment is determined using the straight-line method
over the estimated useful lives of the respective assets.

Income Taxes: The Company is included in the consolidated tax return of Society
Corporation. Society's policy under its tax sharing agreement is to allocate
income taxes to its subsidiaries on a separate-return basis, which includes any
tax credit or carryovers and carrybacks subject to recognition of such items on
a consolidated basis. Deferred income taxes relate primarily to accrued
incentive compensation and accrued pension liabilities. Effective January 1,
1992 Society and all related subsidiaries prospectively adopted SFAS No. 109,
"Accounting for Income Taxes." The adoption of this new standard did not have a
material impact on the Company's financial condition.

Cash Equivalents: The Company's policy is to treat all of its short-term highly
liquid investments, with a maturity of three months or less as cash equivalents.

NOTES TO FINANCIAL STATEMENT
SOCIETY ASSET MANAGEMENT, INC.
DECEMBER 31, 1992

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

NOTE C--RELATED PARTY TRANSACTIONS

A significant portion of the Company's expenses are the result of allocations or
billings from Society and its subsidiaries. The allocation of such costs are
based on management's estimate of the Company's proportionate share of related
costs. In the opinion of the Company's management, such allocations are
reasonable.

Substantially all of the Company's employees are eligible for benefits under a
non-contributory retirement plan and a stock purchase and savings plan
established by Society. Costs related to the plans incurred by Society on behalf
of the Company's employees are allocated to the Company and are included in the
allocations described above.

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Society Asset Management, Inc.

We have audited the accompanying balance sheet of Society Asset Management, Inc.
as of December 31, 1992. This balance sheet is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
of the balance sheet provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Society Asset Management, Inc. at
December 31, 1992, in conformity with generally accepted accounting principles.

ERNST & YOUNG

February 26, 1993

EXHIBIT D

BALANCE SHEET (UNAUDITED)
SOCIETY ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOVEMBER 30, 1993

ASSETS
Cash and cash equivalents......................................................................... $ 2,446,696
Marketable securities available for sale..................................................... 600,611
Investment in mutual funds................................................................... 325,001
Equipment and leasehold improvements
net of accumulated depreciation.............................................................. 239,576
Fees receivable.............................................................................. 285,121
Accrued interest............................................................................. 9,660
Receivable from Society Corporation.......................................................... 1,022,715
Goodwill..................................................................................... 11,479,241
Deferred income taxes........................................................................ 107,954
Other assets................................................................................. 124,306
--------------
Total Assets....................................................................... $ 16,640,881
--------------
--------------
LIABILITIES
Deferred fee income.......................................................................... $ 619,215
Accrued taxes................................................................................ 812,298
Accrued incentive compensation............................................................... 564,278
Other accrued liabilities.................................................................... 682,285
--------------
Total Liabilities.................................................................. 2,678,076
STOCKHOLDER'S EQUITY
Common stock--no par value; 500 shares authorized, issued and outstanding.................... 350,000
Paid in capital.............................................................................. 11,501,670
Retained earnings............................................................................ 2,111,135
--------------
Total Stockholder's Equity......................................................... 13,962,805
--------------
Total Liabilities and
Stockholder's Equity............................................................... $ 16,640,881
--------------
--------------

NOTE: In October 1993, Society Asset Management, Inc. completed its acquisition
of Schaenen Wood & Associates, Inc. ("SWA"), a New York City-based
investment management firm. SWA manages approximately $1.3 billion in
assets. The purchase price of $11,500,000 for SWA was paid in cash and,
after recording miscellaneous reserves relating to the transaction,
$11,609,442 in goodwill was generated, which will be amortized over a
15-year life. The acquisition was funded using an $11,500,000 equity
contribution to SAMI from Society National Bank.

A.T. OHIO TAX-FREE MONEY FUND FOR SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 24,
1994

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of A.T.
OHIO TAX-FREE MONEY FUND hereby appoint Edward C. Gonzales, Jeffrey W. Sterling,
Jay S. Neuman, Mary K. Stern, Karen Haber, and Eve Brunswick, or any one of them
true and lawful attorneys, with power of substitution of each, to vote all
shares of A.T. OHIO TAX-FREE MONEY FUND, which the undersigned is entitled to
vote, at the Special Meeting of Shareholders to be held on February 24, 1994, at
the offices of Society National Bank, at Society Center, 127 Public Square,
Cleveland, Ohio 44114, 21st Floor, at 2:00 p.m. and at any adjournment thereof.

Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.

PROPOSALS
1. Approval of a proposed investment advisory contract between the Trust and
Society Asset Management, Inc.;

2. Approval of an amendment of the Trust's Fundamental Investment limitation
clarifying the Trust's ability to invest in Municipal Bonds, the interest
of which is included in the calculation of the Federal Alternative
Minimum Tax;

3. Approval of an amendment to the Trust's declaration of Trust to permit
the Trustees to make any future changes to the name of the Trust without
shareholder approval; and

4. To elect a new Board of Trustees.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The attorneys named
will vote the shares represented by this proxy in accordance with the choice
made on this card. IF NO CHOICE IS INDICATED FOR ANY MATTER, THIS PROXY WILL BE
VOTED AFFIRMATIVELY ON THE MATTER PRESENTED.

PROPOSAL 1: Approve Disapprove e Abstain
PROPOSAL 2: Approve Disapprove e Abstain
PROPOSAL 3: Approve Disapprove e Abstain

PROPOSAL 4: TO ELECT A NEW BOARD OF TRUSTEES
FOR all nominees listed below
FOR all nominees listed below except those withheld pursuant to the
instruction below
WITHHOLD AUTHORITY FOR ALL NOMINEES LISTED BELOW

James H. Bodurtha; Edward P. Campbell; James E. Gulick; Harald Miller;
Thomas F. Morrissey

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME.

Please sign EXACTLY as your name(s)
appears hereon. If Shares are held
jointly, all holders must sign.
Corporate proxies should be signed by an
authorized officer. Please return ALL
proxy cards that you may receive.

Dated:........................... , 1994

........................................

........................................
Signature(s) of Shareholder(s)
3121319 (1/94)